exv4w3






Exhibit 4.3



EXECUTION COPY




HCA INC.,

as Issuer,




HCA HOLDINGS, INC.,

as Parent Guarantor,



THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE I HERETO,



LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee,



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent



6.50% SENIOR SECURED NOTES DUE 2020




SUPPLEMENTAL INDENTURE NO. 2



Dated as of August 1, 2011



To BASE INDENTURE



Dated as of August 1, 2011



 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section	 
	310 (a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	7.10	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	7.10	 
	(b)
	 	 	7.10	 
	(c)
	 	 	N.A.	 
	311 (a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N.A.	 
	312 (a)
	 	 	2.05	 
	(b)
	 	 	11.03	 
	(c)
	 	 	11.03	 
	313 (a)
	 	 	7.06	 
	(b)(1)
	 	 	N.A.	 
	(b)(2)
	 	 	7.06; 7.07	 
	(c)
	 	 	7.06; 11.02	 
	(d)
	 	 	7.06; 11.02	 
	314 (a)
	 	 	11.02; 11.05	 
	(b)
	 	 	N.A.	 
	(c)(1)
	 	 	11.04	 
	(c)(2)
	 	 	11.04	 
	(c)(3)
	 	 	N.A.	 
	(d)
	 	 	N.A.	 
	(e)
	 	 	11.05	 
	(f)
	 	 	N.A.	 
	315 (a)
	 	 	7.01	 
	(b)
	 	 	7.05	 
	(c)
	 	 	7.01	 
	(d)
	 	 	7.01	 
	(e)
	 	 	6.14	 
	316 (a)(last sentence)
	 	 	2.09	 
	(a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	6.07	 
	(c)
	 	 	2.12; 9.04	 
	317 (a)(1)
	 	 	6.08	 
	(a)(2)
	 	 	6.12	 
	(b)
	 	 	2.04	 
	318 (a)
	 	 	11.01	 
	(b)
	 	 	N.A.	 
	(c)
	 	 	11.01	 








 




			
	N.A.	 	 means not applicable.
	 
	*	 	This Cross-Reference Table is not part of this Second Supplemental Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	32	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	33	 
	Section 1.04 Rules of Construction.
	 	 	33	 
	Section 1.05 Acts of Holders
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 Form and Dating; Terms
	 	 	36	 
	Section 2.02 Execution and Authentication
	 	 	36	 
	Section 2.03 Registrar and Paying Agent
	 	 	37	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	37	 
	Section 2.05 Holder Lists
	 	 	38	 
	Section 2.06 Transfer and Exchange
	 	 	38	 
	Section 2.07 Replacement Notes
	 	 	41	 
	Section 2.08 Outstanding Notes
	 	 	41	 
	Section 2.09 Treasury Notes
	 	 	42	 
	Section 2.10 Temporary Notes
	 	 	42	 
	Section 2.11 Cancellation
	 	 	42	 
	Section 2.12 Defaulted Interest
	 	 	42	 
	Section 2.13 CUSIP and ISIN Numbers
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	43	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	43	 
	Section 3.03 Notice of Redemption
	 	 	44	 
	Section 3.04 Effect of Notice of Redemption
	 	 	45	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	45	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	45	 
	Section 3.07 Optional Redemption
	 	 	46	 
	Section 3.08 Mandatory Redemption
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	50	 






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	 	 	Page	 
	Section 4.02 Maintenance of Office or Agency
	 	 	50	 
	Section 4.03 Compliance Certificate
	 	 	51	 
	Section 4.04 Taxes
	 	 	51	 
	Section 4.05 Stay, Extension and Usury Laws
	 	 	51	 
	Section 4.06 Corporate Existence
	 	 	51	 
	Section 4.07 Offer to Repurchase upon Change of Control
	 	 	52	 
	Section 4.08 Asset Sales.
	 	 	53	 
	Section 4.09 Liens
	 	 	56	 
	Section 4.10 Discharge and Suspension of Covenants
	 	 	57	 
	Section 4.11 Covenants Termination and Release of Collateral; Investment Grade Covenants
	 	 	58	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	 
	 	 	 	 
	SUCCESSORS
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
	 	 	60	 
	Section 5.02 Successor Corporation Substituted
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	 
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	62	 
	Section 6.02 Acceleration
	 	 	63	 
	Section 6.03 Other Remedies
	 	 	64	 
	Section 6.04 Waiver of Past Defaults
	 	 	64	 
	Section 6.05 Control by Majority
	 	 	64	 
	Section 6.06 Limitation on Suits
	 	 	64	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	65	 
	Section 6.08 Collection Suit by Trustee
	 	 	65	 
	Section 6.09 Restoration of Rights and Remedies
	 	 	65	 
	Section 6.10 Rights and Remedies Cumulative
	 	 	65	 
	Section 6.11 Delay or Omission Not Waiver
	 	 	65	 
	Section 6.12 Trustee May File Proofs of Claim
	 	 	66	 
	Section 6.13 Priorities
	 	 	66	 
	Section 6.14 Undertaking for Costs
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	 
	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	67	 
	Section 7.02 Rights of Trustee
	 	 	68	 
	Section 7.03 Individual Rights of Trustee
	 	 	69	 
	Section 7.04 Trustee’s Disclaimer
	 	 	69	 
	Section 7.05 Notice of Defaults
	 	 	69	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	69	 
	Section 7.07 Compensation and Indemnity
	 	 	70	 
	Section 7.08 Replacement of Trustee
	 	 	70	 
	Section 7.09 Successor Trustee by Merger, etc
	 	 	71	 






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	 	 	Page	 
	Section 7.10 Eligibility; Disqualification
	 	 	71	 
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	 	72	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	72	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	72	 
	Section 8.03 Covenant Defeasance
	 	 	73	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	73	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	74	 
	Section 8.06 Repayment to Issuer
	 	 	75	 
	Section 8.07 Reinstatement
	 	 	75	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	75	 
	Section 9.02 With Consent of Holders of Notes
	 	 	77	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	79	 
	Section 9.04 Revocation and Effect of Consents
	 	 	79	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	79	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	79	 
	Section 9.07 Payment for Consent
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	 
	 	 	 	 
	RANKING OF NOTE LIENS
	 	 	 	 
	 
	 	 	 	 
	Section 10.01 Relative Rights
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 11
	 	 	 	 
	 
	 	 	 	 
	COLLATERAL
	 	 	 	 
	 
	 	 	 	 
	Section 11.01 Security Documents
	 	 	81	 
	Section 11.02 First Lien Collateral Agent
	 	 	81	 
	Section 11.03 Authorization of Actions to Be Taken
	 	 	82	 
	Section 11.04 Release of Collateral
	 	 	83	 
	Section 11.05 Filing, Recording and Opinions
	 	 	84	 
	Section 11.06 Powers Exercisable by Receiver or Trustee
	 	 	85	 
	Section 11.07 Release upon Termination of the Issuer’s Obligations
	 	 	85	 
	Section 11.08 Designations
	 	 	85	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 12
	 	 	 	 
	 
	 	 	 	 
	GUARANTEES
	 	 	 	 
	 
	 	 	 	 
	Section 12.01 Subsidiary Guarantee
	 	 	86	 
	Section 12.02 Limitation on Subsidiary Guarantor Liability
	 	 	87	 
	Section 12.03 Execution and Delivery
	 	 	88	 
	Section 12.04 Subrogation
	 	 	88	 
	Section 12.05 Benefits Acknowledged
	 	 	88	 
	Section 12.06 Release of Guarantees
	 	 	88	 
	Section 12.07 Parent Guarantee
	 	 	89	 
	 
	 	 	 	 
	ARTICLE 13
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 
	Section 13.01 Satisfaction and Discharge
	 	 	91	 
	Section 13.02 Application of Trust Money
	 	 	92	 
	 
	 	 	 	 
	ARTICLE 14
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 14.01 Trust Indenture Act Controls
	 	 	93	 
	Section 14.02 Notices
	 	 	93	 
	Section 14.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	94	 
	Section 14.04 Certificate and Opinion as to Conditions Precedent
	 	 	94	 
	Section 14.05 Statements Required in Certificate or Opinion
	 	 	94	 
	Section 14.06 Rules by Trustee and Agents
	 	 	95	 
	Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	95	 
	Section 14.08 Governing Law
	 	 	95	 
	Section 14.09 Waiver of Jury Trial
	 	 	95	 
	Section 14.10 Force Majeure
	 	 	95	 
	Section 14.11 No Adverse Interpretation of Other Agreements
	 	 	95	 
	Section 14.12 Successors
	 	 	95	 
	Section 14.13 Severability
	 	 	96	 
	Section 14.14 Counterpart Originals
	 	 	96	 
	Section 14.15 Table of Contents, Headings, etc
	 	 	96	 
	Section 14.16 Qualification of Second Supplemental Indenture
	 	 	96	 
	Section 14.17 USA Patriot Act
	 	 	96	 






EXHIBITS




	 	 	 	 	 

	Exhibit A            Form of Note
	 	 	 	 
	Exhibit B            Form of Supplemental Indenture to be Delivered to Subsequent Guarantors
	 	 	 	 






-iv-









 





          SUPPLEMENTAL INDENTURE NO. 2 (the “Second Supplemental Indenture”), dated as of August
1, 2011, among HCA Inc., a Delaware corporation (the “Issuer”), HCA Holdings, Inc. (the
“Parent Guarantor”), the other guarantors listed in Schedule I hereto (the
“Subsidiary Guarantors”, and together with the Parent Guarantor, the “Guarantors”),
Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company Americas, as
Paying Agent, Registrar and Transfer Agent.




W I T N E S S E T H




          WHEREAS, the Issuer, the Guarantors and the Trustee have executed and delivered a base
indenture, dated as of August 1, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Base Indenture”) to provide for the future issuance of the Issuer’s senior debt
securities to be issued from time to time in one or more series; and




          WHEREAS, the Issuer has duly authorized the creation of an issue of $3,000,000,000 aggregate
principal amount of 6.50% Senior Secured Notes due 2020 (the “Initial Notes”), which shall
be guaranteed by the Guarantors, which has been duly authenticated by each of the Guarantors; and
in connection therewith, each of the Issuer and each of the Guarantors has duly authorized the
execution and delivery of this Second Supplemental Indenture to set forth the terms and provisions
of the Notes as contemplated by the Base Indenture. This Second Supplemental Indenture restates in
their entirety the terms of the Base Indenture as supplemented by this Second Supplemental
Indenture and does not incorporate the terms of the Base Indenture. The changes, modifications and
supplements to the Base Indenture affected by this Second Supplemental Indenture shall be
applicable only with respect to, and shall only govern the terms of, the Notes, except as otherwise
provided herein, and shall not apply to any other securities that may be issued under the Base
Indenture unless a supplemental indenture with respect to such other securities specifically
incorporates such changes, modifications and supplements.




          NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the Paying Agent, Registrar and
Transfer Agent agree as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the Notes.




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE



Section 1.01 Definitions.




          “2006 Second Priority Notes” means the $1,000,000,000 aggregate principal amount of
91/8% Senior Secured Notes due 2014, the $3,200,000,000 aggregate principal amount of 9 1/4% Senior
Secured Notes due 2016 and the $1,500,000,000 9 5/8%/10 3/8% Senior Secured Toggle Notes due 2016,
each issued by the Issuer under the 2006 Second Priority Notes Indenture.




          “2006 Second Priority Notes Indenture” means that certain Indenture, dated as of
November 17, 2006, among the Issuer, the guarantors named on Schedule I thereto and The Bank of New
York Mellon, as trustee.




          “2009 Second Priority Notes” means the $310,000,000 aggregate principal amount of 9
7/8% Senior Secured Notes due 2017, issued by the Issuer under the 2009 Second Priority Notes
Indenture.







 









 








          “2009 Second Priority Notes Indenture” means that certain Indenture, dated as of
February 19, 2009, among the Issuer, the guarantors named on Schedule I thereto, The Bank of New
York Mellon Trust Company, N.A., as trustee, and The Bank of New York Mellon, as collateral agent.




          “ABL Collateral Agent” means Bank of America, N.A., in its capacity as administrative
agent and collateral agent for the lenders and other secured parties under the ABL Facility and the
credit, guarantee and security documents governing the ABL Obligations, together with its
successors and permitted assigns under the ABL Facility exercising substantially the same rights
and powers; and in each case provided that if such ABL Collateral Agent is not Bank of America,
N.A., such ABL Collateral Agent shall have become a party to the Shared Receivables Intercreditor
Agreement and the other applicable Shared Receivables Security Documents.




          “ABL Facility” means the Amended and Restated Asset-Based Revolving Credit Agreement,
dated as of June 20, 2007, by and among the Issuer, the lenders party thereto in their capacities
as lenders thereunder and Bank of America, N.A., as Administrative Agent, as amended as of March 2,
2009, including any guarantees, collateral documents, instruments and agreements executed in
connection therewith, and any amendments, supplements, modifications, extensions, renewals,
restatements, refundings or refinancings thereof and any indentures or credit facilities or
commercial paper facilities with banks or other institutional lenders or investors that replace,
refund or refinance any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility or indenture that
increases the amount borrowable thereunder or alters the maturity thereof (provided that such
increase in borrowings is permitted under Section 4.10 set forth in the Existing Secured Bond
Indentures as in effect on the Issue Date).




          “ABL Financing Entity” means the Issuer and certain of its subsidiaries from time to
time named as borrowers or guarantors under the ABL Facility.




          “ABL Obligations” means Obligations under the ABL Facility.




          “ABL Secured Parties” means each of (i) the ABL Collateral Agent on behalf of itself
and the lenders under the ABL Facility and lenders or their affiliates counterparty to related
Hedging Obligations and (ii) each other holder of ABL Obligations.




          “Additional First Lien Obligations” shall have the meaning given such term by the
Security Agreement and shall include the Notes Obligations.




          “Additional First Lien Secured Party” means the holders of any Additional First Lien
Obligations, including the Holders, and any Authorized Representative with respect thereto,
including the Trustee, and the Paying Agent, Registrar and Transfer Agent.




          “Additional First Lien Secured Party Consent” means the Additional First Lien Secured
Party Consent in the form attached as an exhibit to the Security Agreement, dated as of the Issue
Date, and executed by the Trustee, as Authorized Representative of the Holders, the First Lien
Collateral Agent, the Issuer and the grantors party thereto.




          “Additional General Intercreditor Agreement” means the Additional General
Intercreditor Agreement, dated as of August 1, 2011, among the First Lien Collateral Agent, the
Junior Lien Collateral Agent, and the trustees under the Existing Second Priority Notes Indentures
and the Existing First Priority Notes Indentures, and consented to by the Issuer and the
Guarantors, as the same may be amended, restated or modified from time to time.







-2-









 








          “Additional Notes” means additional Notes (other than the Initial Notes) issued from
time to time under this Second Supplemental Indenture in accordance with Section 2.01.




          “Additional Receivables Intercreditor Agreement” means the Additional Receivables
Intercreditor Agreement, dated as of August 1, 2011, between the ABL Collateral Agent and the First
Lien Collateral Agent, and consented to by the Issuer and the Guarantors, as the same may be
amended, restated or modified from time to time.




          “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise.




          “Affiliated Entity” means any Person which (i) does not transact any substantial
portion of its business or regularly maintain any substantial portion of its operating assets
within the continental limits of the United States of America, (ii) is principally engaged in the
business of financing (including, without limitation, the purchase, holding, sale or discounting of
or lending upon any notes, contracts, leases or other forms of obligations) the sale or lease of
merchandise, equipment or services (1) by the Issuer , (2) by a Subsidiary (whether such sales or
leases have been made before or after the date which such Person became a Subsidiary), (3) by
another Affiliated Entity or (4) by any Person prior to the time which substantially all its assets
have heretofore been or shall hereafter have been acquired by the Issuer, (iii) is principally
engaged in the business of owning, leasing, dealing in or developing real property, (iv) is
principally engaged in the holding of stock in, and/or the financing of operations of, an
Affiliated Entity, or (v) is principally engaged in the business of (1) offering health benefit
products or (2) insuring against professional and general liability risks of the Issuer.




          “Agent” means any Registrar or Paying Agent.




          “Asset Sale” means:





     (1) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets (including by way of
a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each
referred to in this definition as a “disposition”); or




     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a
single transaction or a series of related transactions (other than Preferred Stock of
Restricted Subsidiaries issued in compliance with Section 4.10 set forth in the Existing
Secured Bond Indentures as in effect on the Issue Date);


in each case, other than:





     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or
worn out equipment in the ordinary course of business or any disposition of inventory or
goods (or other assets) held for sale in the ordinary course of business;




     (b) the disposition of all or substantially all of the assets of the Issuer in a manner
permitted pursuant to the provisions of Section 5.01 hereof or any disposition that
constitutes a Change of Control pursuant to this Second Supplemental Indenture;



-3-









 






     (c) the making of any Restricted Payment or Permitted Investment that is permitted to
be made, and is made, under Section 4.07 of the Existing Secured Bond Indentures as in
effect on the Issue Date;




     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of related transactions with an aggregate fair
market value of less than $100.0 million;




     (e) any disposition of property or assets or issuance of securities by a Restricted
Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the
Issuer to another Restricted Subsidiary of the Issuer;




     (f) to the extent allowable under Section 1031 of the Code or any comparable or
successor provision, any exchange of like property (excluding any boot thereon) for use in a
Similar Business;




     (g) the lease, assignment or sublease of any real or personal property in the ordinary
course of business;




     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary;




     (i) foreclosures on assets;




     (j) sales of accounts receivable, or participations therein, in connection with the ABL
Facility or any Receivables Facility;




     (k) any financing transaction with respect to property built or acquired by the Issuer
or any Restricted Subsidiary after November 17, 2006, including Sale and Lease-Back
Transactions and asset securitizations permitted by this Second Supplemental Indenture;




     (l) dispositions in the ordinary course of business by any Restricted Subsidiary
(including, without limitation, HCI) engaged in the insurance business in order to provide
insurance to the Issuer and its Subsidiaries;




     (m) sales, transfers and other dispositions of Investments in joint ventures to the
extent required by, or made pursuant to, customary buy/sell arrangements between the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;




     (n) any issuance or sale of Equity Interests or dispositions in connection with
ordinary course syndications of Subsidiaries or joint ventures owning or operating one or
more health care facilities, including, without limitation, hospitals, ambulatory surgery
centers, outpatient diagnostic centers or imaging centers, in any transaction or series of
related transactions with an aggregate fair market value of less than $100.0 million; and




     (o) any issuance or sale of Equity Interests of any Restricted Subsidiary (including,
without limitation, HealthTrust Purchasing Group, L.P.) to any Person operating in a Similar
Business for which such Restricted Subsidiary provides shared purchasing, billing,
collection or similar services in the ordinary course of business.



-4-









 





          “Authorized Representative” means (i) in the case of any General Credit Facility
Obligations or the General Credit Facility Secured Parties, the administrative agent under the
General Credit Facility, (ii) in the case of the Existing First Priority Notes Obligations or the
Existing First Priority Notes, Law Debenture Trust Company of New York, as trustee for the holders
of the Existing First Priority Notes, (iii) in the case of the Notes Obligations or the Holders,
the Trustee and (iv) in the case of any Additional First Lien Obligations or Additional First Lien
Secured Parties that become subject to the First Lien Intercreditor Agreement, the Authorized
Representative named for such Additional First Lien Obligations or Additional First Lien Secured
Parties in the applicable joinder agreement.




          “Bankruptcy Code” means Title 11 of the United States Code, as amended.




          “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign
law for the relief of debtors.




          “Business Day” means each day which is not a Legal Holiday.




          “Capitalized Software Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of purchased software or internally developed software
and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.




          “Capital Stock” means:





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




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




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




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



          “Capitalized Lease Obligation” means, at the time any determination thereof is to be
made, the amount of the liability in respect of a capital lease that would at such time be required
to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
in accordance with GAAP.




          “Cash Equivalents” means:





     (1) United States dollars;




     (2) euros or any national currency of any participating member state of the EMU or such
local currencies held by the Company and its Restricted Subsidiaries from time to time in
the ordinary course of business;




     (3) securities issued or directly and fully and unconditionally guaranteed or insured
by the U.S. government (or any agency or instrumentality thereof the securities of which are



-5-









 







unconditionally guaranteed as a full faith and credit obligation of the U.S. government)
with maturities of 24 months or less from the date of acquisition;




     (4) certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0
million (or the U.S. dollar equivalent as of the date of determination) in the case of
non-U.S. banks;




     (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the qualifications specified
in clause (4) above;




     (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each
case maturing within 24 months after the date of creation thereof;




     (7) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating
Agency), and in each case maturing within 24 months after the date of creation thereof;




     (8) investment funds investing 95% of their assets in securities of the types described
in clauses (1) through (7) above;




     (9) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or
less from the date of acquisition;




     (10) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher
from S&P or A2 or higher from Moody’s with maturities of 24 months or less from the date of
acquisition; and




     (11) Investments with average maturities of 24 months or less from the date of
acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or
Aaa3 (or the equivalent thereof) or better by Moody’s.



          Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (1) and (2) above; provided that such
amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable
and in any event within ten Business Days following the receipt of such amounts.




          “Change of Control” means the occurrence of any of the following:





     (1) the sale, lease or transfer, in one or a series of related transactions, of all or
substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any
Person other than a Permitted Holder; or




     (2) the Issuer becomes aware (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act,



-6-









 







or any successor provision), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other than the Permitted Holders, in a single transaction or in a related
series of transactions, by way of merger, consolidation or other business combination or
purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act,
or any successor provision) of 50% or more of the total voting power of the Voting Stock of
the Issuer or any of its direct or indirect parent companies holding directly or indirectly
100% of the total voting power of the Voting Stock of the Issuer.



          “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto.




          “Collateral” means, collectively, the Shared Receivables Collateral and
Non-Receivables Collateral.




          “Company” means, collectively, the Issuer and its consolidated Subsidiaries.




          “Comparable Treasury Issue” means, the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining
Life”) of a Note being redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life of such Notes.




          “Comparable Treasury Price” means, with respect to any Redemption Date for any Note:
(1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after
excluding the highest and lowest of four such Reference Treasury Dealer Quotations; or (2) if the
Independent Investment Banker is given fewer than four Reference Treasury Dealer Quotations, the
average of all quotations obtained by the Independent Investment Banker.




          “Consolidated Depreciation and Amortization Expense” means with respect to any Person
for any period, the total amount of depreciation and amortization expense, including the
amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and
Capitalized Software Expenditures, of such Person and its Restricted Subsidiaries for such period
on a consolidated basis and otherwise determined in accordance with GAAP.




          “Consolidated Interest Expense” means, with respect to any Person for any period,
without duplication, the sum of:





     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted (and not added back) in computing
Consolidated Net Income (including (a) amortization of original issue discount resulting
from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers’ acceptances, (c)
non-cash interest payments (but excluding any non-cash interest expense attributable to the
movement in the mark to market valuation of Hedging Obligations or other derivative
instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations,
and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to
Indebtedness, and excluding (u) accretion or accrual of discounted liabilities not
constituting Indebtedness, (v) any expense resulting from the discounting of the Existing
Notes or other Indebtedness in connection with the application of recapitalization
accounting or, if applicable, purchase accounting, (w) any “additional interest” with
respect to other securities, (x) amortization of deferred financing fees, debt issuance
costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other
financing fees and (z)



-7-









 







commissions, discounts, yield and other fees and charges (including any interest
expense) related to any Receivables Facility); plus




     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; less




     (3) interest income for such period.



          For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit
in such Capitalized Lease Obligation in accordance with GAAP.




          “Consolidated Net Income” means, with respect to any Person for any period, the
aggregate of the Net Income of such Person for such period, on a consolidated basis, and otherwise
determined in accordance with GAAP; provided, however, that, without duplication,





     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses
(less all fees and expenses relating thereto) or expenses, severance, relocation costs,
consolidation and closing costs, integration and facilities opening costs, business
optimization costs, transition costs, restructuring costs, signing, retention or completion
bonuses, and curtailments or modifications to pension and post-retirement employee benefit
plans shall be excluded,




     (2) the cumulative effect of a change in accounting principles during such period shall
be excluded,




     (3) any after-tax effect of income (loss) from disposed, abandoned or discontinued
operations and any net after-tax gains or losses on disposal of disposed, abandoned,
transferred, closed or discontinued operations shall be excluded,




     (4) any after-tax effect of gains or losses (less all fees and expenses relating
thereto) attributable to asset dispositions or abandonments other than in the ordinary
course of business, as determined in good faith by the Issuer, shall be excluded,




     (5) the Net Income for such period of any Person that is an Unrestricted Subsidiary
shall be excluded; provided that Consolidated Net Income of the Issuer shall be
increased by the amount of dividends or distributions or other payments that are actually
paid in cash (or to the extent converted into cash) to the referent Person or a Restricted
Subsidiary thereof in respect of such period,




     (6) [Reserved];




     (7) effects of adjustments (including the effects of such adjustments pushed down to
the Issuer and its Restricted Subsidiaries) in the property, equipment, inventory, software
and other intangible assets, deferred revenues and debt line items in such Person’s
consolidated financial statements pursuant to GAAP resulting from the application of
recapitalization accounting or if applicable, purchase accounting in relation to the
Transaction or any consummated acquisition or the amortization or write-off of any amounts
thereof, net of taxes, shall be excluded,




     (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness
or Hedging Obligations or other derivative instruments shall be excluded,



-8-









 






     (9) any impairment charge or asset write-off, including, without limitation, impairment
charges or asset write-offs related to intangible assets, long-lived assets or investments
in debt and equity securities, in each case, pursuant to GAAP and the amortization of
intangibles arising pursuant to GAAP shall be excluded,




     (10) any non-cash compensation expense recorded from grants of stock appreciation or
similar rights, stock options, restricted stock or other rights, and any cash charges
associated with the rollover, acceleration or payout of Equity Interests by management of
the Company or any of its direct or indirect parent companies in connection with the
Transaction, shall be excluded,




     (11) any fees and expenses incurred during such period, or any amortization thereof for
such period, in connection with any acquisition, Investment, Asset Sale, issuance or
repayment of any Indebtedness, issuance of Equity Interests, refinancing transaction or
amendment or modification of any debt instrument (in each case, including any such
transaction consummated prior to the Issue Date and any such transaction undertaken but not
completed) and any charges or non-recurring merger costs incurred during such period as a
result of any such transaction shall be excluded,




     (12) accruals and reserves that are established or adjusted within twelve months after
November 17, 2006 that are so required to be established as a result of the Transaction in
accordance with GAAP, or changes as a result of adoption or modification of accounting
policies, shall be excluded, and




     (13) to the extent covered by insurance and actually reimbursed, or, so long as the
Issuer has made a determination that there exists reasonable evidence that such amount will
in fact be reimbursed by the insurer and only to the extent that such amount is (a) not
denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed
within 365 days of the date of such evidence (with a deduction for any amount so added back
to the extent not so reimbursed within 365 days), expenses with respect to liability or
casualty events or business interruption shall be excluded.



          “Consolidated Net Tangible Assets” means, with respect to any Person, the total amount
of assets (less applicable reserves and other properly deductible items) after deducting therefrom
(a) all current liabilities as disclosed on the consolidated balance sheet of such Person
(excluding any thereof which are by their terms extendible or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the amount thereof is
being computed and further excluding any deferred income taxes that are included in current
liabilities) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent consolidated balance
sheet of the Issuer and computed in accordance with generally accepted accounting principles.




          “Contingent Obligations” means, with respect to any Person, any obligation of such
Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent,





     (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor,



-9-









 






     (2) to advance or supply funds:




     (a) for the purchase or payment of any such primary obligation, or




     (b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, or




     (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation against loss in respect thereof.



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to
the Holders and the Issuer.




          “Credit Facilities” means, with respect to the Issuer or any of its Restricted
Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other
financing arrangements (including, without limitation, commercial paper facilities or indentures)
providing for revolving credit loans, term loans, letters of credit or other long-term
indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and any amendments, supplements, modifications,
extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or
commercial paper facilities that replace, refund or refinance any part of the loans, notes, other
credit facilities or commitments thereunder, including any such replacement, refunding or
refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.10 set forth in the Existing Secured Bond Indentures as in effect on the Issue Date) or adds
Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or
any other agent, lender or group of lenders.




          “Custodian” means the Paying Agent and Registrar, as custodian with respect to the
Notes in global form, or any successor entity thereto.




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




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




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




          “Designated Non-cash Consideration” means the fair market value of non-cash
consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale
that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate,
setting forth the basis of such valuation, executed by the principal financial officer of the
Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale
of or collection on such Designated Non-cash Consideration.







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          “Designated Preferred Stock” means Preferred Stock of the Issuer or any parent
corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other
than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the
Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to
an Officer’s Certificate executed by the principal financial officer of the Issuer or the
applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash
proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) set
forth in the Existing Secured Bond Indentures as in effect on the Issue Date.




          “Disqualified Stock” means, with respect to any Person, any Capital Stock of such
Person which, by its terms, or by the terms of any security into which it is convertible or for
which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily
redeemable (other than solely as a result of a change of control or asset sale) pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other
than solely as a result of a change of control or asset sale), in whole or in part, in each case
prior to the date 91 days after the earlier of the Maturity Date of the Notes or the date the Notes
are no longer outstanding; provided, however, that if such Capital Stock is issued
to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations.




          “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income
of such Person for such period




          (1) increased (without duplication) by:





     (a) provision for taxes based on income or profits or capital gains, including,
without limitation, foreign, federal, state, franchise and similar taxes (such as
the Pennsylvania capital tax) and foreign withholding taxes (including penalties and
interest related to such taxes or arising from tax examinations) of such Person paid
or accrued during such period deducted (and not added back) in computing
Consolidated Net Income; plus




     (b) Fixed Charges of such Person for such period (including (x) net losses on
Hedging Obligations or other derivative instruments entered into for the purpose of
hedging interest rate risk and (y) costs of surety bonds in connection with
financing activities, in each case, to the extent included in Fixed Charges),
together with items excluded from the definition of “Consolidated Interest Expense”
pursuant to clauses (1)(u), (v), (w), (x), (y) and (z) of the definition thereof,
and, in each such case, to the extent the same were deducted (and not added back) in
calculating such Consolidated Net Income; plus




     (c) Consolidated Depreciation and Amortization Expense of such Person for such
period to the extent the same was deducted (and not added back) in computing
Consolidated Net Income; plus




     (d) any expenses or charges (other than depreciation or amortization expense)
related to any Equity Offering, acquisition, disposition, recapitalization or the
incurrence of Indebtedness permitted to be incurred by this Second Supplemental
Indenture (including a refinancing thereof) (whether or not successful), including
(i) such fees, expenses or charges related to any offering of debt securities or
bank financing and (ii) any



-11-









 







amendment or other modification of such financing, and, in each case, deducted
(and not added back) in computing Consolidated Net Income; plus




     (e) the amount of any restructuring charge or reserve deducted (and not added
back) in such period in computing Consolidated Net Income, including any onetime
costs incurred in connection with acquisitions after November 17, 2006 and costs
related to the closure and/or consolidation of facilities; plus




     (f) any other non-cash charges, including any write-offs or write-downs,
reducing Consolidated Net Income for such period (provided that if any such non-cash
charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash
item that was paid in a prior period); plus




     (g) the amount of any minority interest expense consisting of income
attributable to minority equity interests of third parties deducted (and not added
back) in such period in calculating Consolidated Net Income; plus




     (h) the amount of management, monitoring, consulting and advisory fees and
related expenses paid in such period to the Investors and the Frist Entities; plus




     (i) the amount of net cost savings projected by the Issuer in good faith to be
realized as a result of specified actions taken or to be taken (calculated on a pro
forma basis as though such cost savings had been realized on the first day of such
period), net of the amount of actual benefits realized during such period from such
actions; provided that (w) such cost savings are reasonably identifiable and
factually supportable, (x) such actions have been taken or are to be taken within 15
months after the date of determination to take such action, (y) no cost savings
shall be added pursuant to this clause (i) to the extent duplicative of any expenses
or charges relating to such cost savings that are included in clause (e) above with
respect to such period and (z) the aggregate amount of cost savings added pursuant
to this clause (i) shall not exceed $150.0 million for any four consecutive quarter
period (which adjustments may be incremental to pro forma adjustments made pursuant
to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus




     (j) the amount of loss on sales of receivables and related assets to the
Receivables Subsidiary in connection with a Receivables Facility; plus




     (k) any costs or expense incurred by the Issuer or a Restricted Subsidiary
pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement or any stock subscription or shareholder
agreement, to the extent that such cost or expenses are funded with cash proceeds
contributed to the capital of the Issuer or net cash proceeds of an issuance of
Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent
that such net cash proceeds are excluded from the calculation set forth in clause
(3) of Section 4.07(a) set forth in the Existing Secured Bond Indentures as in
effect on the Issue Date;




     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net
Income of such Person for such period, excluding any non-cash gains to the extent they
represent



-12-









 







the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in
any prior period; and




     (3) increased or decreased by (without duplication):




     (a) any net gain or loss resulting in such period from Hedging Obligations and
the application of Accounting Standards Codification 815; plus or minus, as
applicable, and




     (b) any net gain or loss resulting in such period from currency translation
gains or losses related to currency remeasurements of Indebtedness (including any
net loss or gain resulting from Hedging Obligations for currency exchange risk).



          “EMU” means the economic and monetary union as contemplated in the Treaty on European
Union.




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




          “Equity Offering” means any public or private sale of common stock or Preferred Stock
of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock),
other than:





     (1) public offerings with respect to the Issuer’s or any direct or indirect parent
company’s common stock registered on Form S-8;




     (2) issuances to any Subsidiary of the Issuer; and




     (3) any such public or private sale that constitutes an Excluded Contribution.



          “euro” means the single currency of participating member states of the EMU.




          “European Collateral” means the present and future assets of the European subsidiary
borrower and guarantors under the General Credit Facility pledged as security to the First Lien
Collateral Agent pursuant to the European Security Documents (as defined in the General Credit
Facility).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder.




          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified
Proceeds received by the Issuer after the Issue Date from





     (1) contributions to its common equity capital, and




     (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan
or stock option plan or any other management or employee benefit plan or agreement of the
Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of
the Issuer,


in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by
the principal financial officer of the Issuer on the date such capital contributions are made or
the date such






-13-









 







Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in
clause (3) of Section 4.07(a) set forth in the Existing Secured Bond Indentures as in effect on the
Issue Date.




          “Existing 7 1/4% First Priority Notes” means the $1,400,000,000 aggregate principal
amount of 7 1/4% Senior Secured Notes due 2020, issued by the Issuer under the Existing 7 1/4%
First Priority Notes Indenture.




          “Existing 7 1/4% First Priority Notes Indenture” means that certain Indenture, dated
as of March 10, 2010, among the Issuer, the guarantors named on Schedule I thereto, Law Debenture
Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent,
registrar and transfer agent.




          “Existing 7 7/8% First Priority Notes” means the $1,250,000,000 aggregate principal
amount of 7 7/8% Senior Secured Notes due 2020, issued by the Issuer under the Existing 7 7/8%
First Priority Notes Indenture.




          “Existing 7 1/8% First Priority Notes Indenture” means that certain Indenture, dated
as of August 11, 2009, among the Issuer, the guarantors named on Schedule I thereto, Law Debenture
Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent,
registrar and transfer agent.




          “Existing 81/2% First Priority Notes” means the $1,500,000,000 aggregate principal
amount of 81/2% Senior Secured Notes due 2019, issued by the Issuer under the Existing 81/2% First
Priority Notes Indenture.




          “Existing 81/2% First Priority Notes Indenture” means that certain Indenture, dated as
of April 22, 2009, among the Issuer, the guarantors named on Schedule I thereto, Law Debenture
Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as paying agent,
registrar and transfer agent.




          “Existing First Priority Notes” means the Existing 7 1/4% First Priority Notes,
Existing 7 7/8% First Priority Notes and the Existing 8 1/2% First Priority Notes.




          “Existing First Priority Notes Indentures” means the Existing 7 1/4% First Priority
Notes Indenture, Existing 7 7/8% First Priority Notes Indenture and the Existing 8 1/2% First
Priority Notes Indenture.




          “Existing First Priority Notes Obligations” means Obligations in respect of the
Existing First Priority Notes, the Existing First Priority Notes Indentures or the other First Lien
Documents as they relate to the Existing First Priority Notes, including, for the avoidance of
doubt, obligations in respect of exchange notes and guarantees thereof.




          “Existing Notes” means the $402.5 million aggregate principal amount of 6.950% notes
due 2012, $500.0 million aggregate principal amount of 6.300% notes due 2012, $500.0 million
aggregate principal amount of 6.250% notes due 2013, $500.0 million aggregate principal amount of
6.750% notes due 2013, $500.0 million aggregate principal amount of 5.750% notes due 2014, $121.1
million aggregate principal amount of 9.000% medium term notes due 2014, $750.0 million aggregate
principal amount of 6.375% notes due 2015, $150.0 million aggregate principal amount of 7.190%
debentures due 2015, $1,000.0 million aggregate principal amount of 6.500% notes due 2016, $135.6
million aggregate principal amount of 7.500% debentures due 2023, $150.0 million aggregate
principal amount of 8.360% debentures due 2024, $291.4 million aggregate principal amount of 7.690%
notes due 2025, $125.0 million






-14-









 







aggregate principal amount of 7.580% medium-term notes due 2025, $150.0 million aggregate
principal amount of 7.050% debentures due 2027, $250.0 million aggregate principal amount of 7.500%
notes due 2033, $100.0 million aggregate principal amount of 7.750% debentures due 2036 and $200.0
million aggregate principal amount of 7.500% debentures due 2095, each issued by the Issuer and
outstanding on November 17, 2006.




          “Existing Notes Indenture” means that certain Indenture, dated as of December 16,
1993, between Columbia Healthcare Corporation and The First National Bank of Chicago, as Trustee,
as amended by the First Supplemental Indenture, dated as of May 25, 2000, between the Issuer and
Bank One Trust Company, N.A., as Trustee, the Second Supplemental Indenture, dated as of July 1,
2001, between the Issuer and Bank One Trust Company, N.A., as Trustee, and the Third Supplemental
Indenture, dated as of December 5, 2001, between the Issuer and The Bank of New York Mellon, as
Trustee.




          “Existing Second Priority Notes” means the 2006 Second Priority Notes and the 2009
Second Priority Notes and any refinancings thereof permitted pursuant to the terms of this Second
Supplemental Indenture.




          “Existing Second Priority Notes Indentures” means the 2006 Second Priority Notes
Indenture and the 2009 Second Priority Notes Indenture.




          “Existing Secured Bond Indentures” means the Existing First Priority Notes Indentures
and the Existing Second Priority Notes Indentures.




          “First Lien Collateral Agent” means Bank of America, N.A., in its capacity as
administrative agent and collateral agent for the lenders and other secured parties under the
General Credit Facility, the Existing First Priority Notes Indentures and the other First Lien
Documents and in its capacity as collateral agent for First Lien Secured Parties, together with its
successors and permitted assigns under the General Credit Facility, the Existing First Priority
Notes Indentures, the Indenture and the First Lien Documents exercising substantially the same
rights and powers; and in each case provided that if such First Lien Collateral Agent is
not Bank of America, N.A., such First Lien Collateral Agent shall have become a party to the
Additional General Intercreditor Agreement, the General Intercreditor Agreement, dated as of
November 17, 2006, among the First Lien Collateral Agent and the Junior Lien Collateral Agent, and
the other applicable First Lien Security Documents.




          “First Lien Documents” means the credit, guarantee and security documents governing
the First Lien Obligations, including, without limitation, this Second Supplemental Indenture and
the First Lien Security Documents.




          “First Lien Obligations” means, collectively, (a) all General Credit Facility
Obligations, (b) the Existing First Priority Notes Obligations, (c) the Notes Obligations and (d)
any Additional First Lien Obligations. For the avoidance of doubt, Obligations with respect to the
ABL Facility will not constitute First Lien Obligations.




          “First Lien Secured Parties” means (a) the “Secured Parties,” as defined in the
General Credit Facility, (b) the holders of the Existing First Priority Notes Obligations and Law
Debenture Trust Company of New York, as authorized representative for such holders, and (c) any
Additional First Lien Secured Parties, including, without limitation, the Trustee, the Paying
Agent, Registrar and Transfer Agent, and the Holders (including the Holders of any Additional Notes
subsequently issued under and in compliance with the terms of this Second Supplemental Indenture).







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          “First Lien Security Documents” means the Security Documents (as defined in this
Second Supplemental Indenture) and any other agreement, document or instrument pursuant to which a
Lien is granted or purported to be granted securing First Lien Obligations or under which rights or
remedies with respect to such Liens are governed, in each case to the extent relating to the
collateral securing both the First Lien Obligations and any Junior Lien Obligations.




          “First Priority Liens” means the first priority Liens securing the First Lien
Obligations.




          “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the
ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.
In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems,
retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving
credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or
issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously
with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed
Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or
extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred at the beginning of the applicable four-quarter period.




          For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with
GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the
four-quarter reference period or subsequent to such reference period and on or prior to or
simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro
forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations
and disposed operations (and the change in any associated fixed charge obligations and the change
in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.
If, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary
or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of
such period shall have made any Investment, acquisition, disposition, merger, consolidation or
disposed operation that would have required adjustment pursuant to this definition, then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if
such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred
at the beginning of the applicable four-quarter period.




          For purposes of this definition, whenever pro forma effect is to be given to a transaction,
the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period
(taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by
a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the
applicable period except as set forth in the first paragraph of this definition. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate or other rate shall be deemed to have been






-16-









 







based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as
the Issuer may designate.




          “Fixed Charges” means, with respect to any Person for any period, the sum of:





     (1) Consolidated Interest Expense of such Person for such period;




     (2) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Preferred Stock during such period; and




     (3) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Disqualified Stock during such period.



          “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of
such Person that is not organized or existing under the laws of the United States, any state
thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.




          “Frist Entities” means Dr. Thomas F. Frist, Jr., any Person controlled by Dr. Frist
and any charitable organization selected by Dr. Frist that holds Equity Interests of the Issuer on
November 17, 2006.




          “Funded Debt” means any Indebtedness for money borrowed, created, issued, incurred,
assumed or guaranteed that would, in accordance with generally accepted accounting principles, be
classified as long-term debt, but in any event including all Indebtedness for money borrowed,
whether secured or unsecured, maturing more than one year, or extendible at the option of the
obligor to a date more than one year, after the date of determination thereof (excluding any amount
thereof included in current liabilities).




          “GAAP” means generally accepted accounting principles in the United States which were
in effect on November 17, 2006.




          “General Credit Facility” means the credit agreement entered into as of November 17,
2006 by and among the Issuer, the European subsidiary borrowers party thereto, the lenders party
thereto in their capacities as lenders thereunder and Bank of America, N.A., as U.S. Administrative
Agent and as European Administrative Agent, as amended as of February 16, 2007, as further amended
as of March 2, 2009 and as further amended as of June 18, 2009, including any guarantees,
collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements, refundings or
refinancings thereof and any indentures or credit facilities or commercial paper facilities with
banks or other institutional lenders or investors that replace, refund or refinance any part of the
loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount borrowable thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.10 set forth in the Existing Secured Bond Indentures as in effect on the Issue Date).




          “General Credit Facility Obligations” means “Obligations” as defined in the
General Credit Facility.




          “Global Note Legend” means the legend set forth in Section 2.06(f) hereof, which is
required to be placed on all Global Notes issued under this Second Supplemental Indenture.







-17-









 








          “Global Notes” means the Global Notes deposited with or on behalf of and registered in
the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto
and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the
Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b), or 2.06(d) hereof.




          “Government Securities” means securities that are:





     (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or




     (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,


which, in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.




          “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including
letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.




          “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under
this Second Supplemental Indenture.




          “Guarantor” means (i) the Parent Guarantor and (ii) each Subsidiary Guarantor that
Guarantees the Notes in accordance with the terms of this Second Supplemental Indenture.




          “HCI” means Health Care Indemnity, Inc., an insurance company formed under the laws of
the State of Colorado and a Wholly Owned Subsidiary of the Issuer.




          “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contract, currency swap agreement or similar agreement providing for the transfer or
mitigation of interest rate or currency risks either generally or under specific contingencies.




          “Holder” means the Person in whose name a Note is registered on the Registrar’s books.




          “Indebtedness” means, with respect to any Person, without duplication:





     (1) any indebtedness (including principal and premium) of such Person, whether or not
contingent:




     (a) in respect of borrowed money;



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     (b) evidenced by bonds, notes, debentures or similar instruments or letters of
credit or bankers’ acceptances (or, without duplication, reimbursement agreements in
respect thereof);




     (c) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (i) any such balance that
constitutes a trade payable or similar obligation to a trade creditor, in each case
accrued in the ordinary course of business and (ii) any earn-out obligations until
such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP; or




     (d) representing any Hedging Obligations;




if and to the extent that any of the foregoing Indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the
footnotes thereto) of such Person prepared in accordance with GAAP;




     (2) to the extent not otherwise included, any obligation by such Person to be liable
for, or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred
to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments
for collection in the ordinary course of business; and




     (3) to the extent not otherwise included, the obligations of the type referred to in
clause (1) of a third Person secured by a Lien on any asset owned by such first Person,
whether or not such Indebtedness is assumed by such first Person;


provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed
not to include (a) Contingent Obligations incurred in the ordinary course of business or (b)
obligations under or in respect of Receivables Facilities.




          “Independent Investment Banker” means one of the Reference Treasury Dealers, to be
appointed by the Issuer.




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




          “Initial Notes” has the meaning set forth in the recitals hereto.




          “Insolvency or Liquidation Proceeding” means:





     (1) any case commenced by or against the Issuer or any Guarantor under any Bankruptcy
Law for the relief of debtors, any other proceeding for the reorganization, recapitalization
or adjustment or marshalling of the assets or liabilities of the Issuer or any Guarantor,
any receivership or assignment for the benefit of creditors relating to the Issuer or any
Guarantor or any similar case or proceeding relative to the Issuer or any Guarantor or its
creditors, as such, in each case whether or not voluntary;




     (2) any liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to the Issuer or any Guarantor, in each case whether or not voluntary and
whether or not involving bankruptcy or insolvency; or



-19-









 






     (3) any other proceeding of any type or nature in which substantially all claims of
creditors of the Issuer or any Guarantor are determined and any payment or distribution is
or may be made on account of such claims.



          “Intercreditor Agreements” means, collectively, the First Lien Intercreditor
Agreement, the Additional Receivables Intercreditor Agreement and the Additional General
Intercreditor Agreement.




          “Interest Payment Date” means February 15 and August 15 of each year to stated
maturity.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other
Rating Agency.




          “Investment Grade Securities” means:





     (1) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (other than Cash Equivalents);




     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding
any debt securities or instruments constituting loans or advances among the Issuer and its
Subsidiaries;




     (3) investments in any fund that invests exclusively in investments of the type
described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending
investment or distribution; and




     (4) corresponding instruments in countries other than the United States customarily
utilized for high quality investments.



          “Investments” means, with respect to any Person, all investments by such Person in
other Persons (including Affiliates) in the form of loans (including guarantees), advances or
capital contributions (excluding accounts receivable, trade credit, advances to customers,
commissions, travel and similar advances to officers and employees, in each case made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities issued by any other Person and investments that are required
by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same
manner as the other investments included in this definition to the extent such transactions involve
the transfer of cash or other property.




          “Investors” means Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P., BAML
Capital Partners, the successor organization to both Merrill Lynch Global Private Equity, Inc. and
Merrill Lynch Global Partners, Inc., and each of their respective Affiliates but not including,
however, any portfolio companies of any of the foregoing.




          “Issue Date” means August 1, 2011.




          “Issuer Order” means a written request or order signed on behalf of the Issuer by an
Officer of the Issuer, who must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the
Trustee.







-20-









 








          “Junior Lien Collateral Agent” shall mean (i) so long as the 2006 Second Priority
Notes are outstanding, the trustee under the 2006 Second Priority Notes Indenture, in its capacity
as trustee and collateral agent for the holders of 2006 Second Priority Notes and other secured
parties under the 2006 Second Priority Notes Indenture and the related security documents
(including the holders of the 2009 Second Priority Notes), and (ii) at any time thereafter, such
agent or trustee as is designated “Junior Lien Collateral Agent” by Junior Lien Secured Parties
holding a majority in principal amount of the Junior Lien Obligations then outstanding or pursuant
to such other arrangements as agreed to among the holders of the Junior Lien Obligations, it being
understood that as of the Issue Date, the trustee under the 2006 Second Priority Notes Indenture
shall be the Junior Lien Collateral Agent.




          “Junior Lien Obligations” means the Existing Second Priority Notes and Obligations
with respect to other Indebtedness permitted to be incurred under the Existing Second Priority
Notes Indentures and this Second Supplemental Indenture which is by its terms intended to be
secured equally and ratably with the Existing Second Priority Notes or on a basis junior to the
Liens securing the Existing Second Priority Notes; provided such Lien is permitted to be incurred
under the Existing Second Priority Notes Indentures and this Second Supplemental Indenture;
provided, further, that the holders of such Indebtedness or their Junior Lien Representative is a
party to the applicable security documents in accordance with the terms thereof and has appointed
the Junior Lien Collateral Agent as collateral agent for such holders of Junior Lien Obligations
with respect to all or a portion of the Collateral.




          “Junior Lien Representative” means any duly Authorized Representative of any holders
of Junior Lien Obligations, which representative is party to the applicable security documents.




          “Junior Lien Secured Parties” means (i) holders of Existing Second Priority Notes
(including the holders of any Additional Notes (as defined in the Existing Second Priority Notes
Indentures) subsequently issued under and in compliance with the terms of the Existing Second
Priority Notes Indentures), (ii) the Junior Lien Collateral Agent and (iii) the holders from time
to time of any other Junior Lien Obligations and each Junior Lien Representative.




          “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New York.




          “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise),
pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed
to constitute a Lien.




          “Maturity Date” means February 15, 2020, the date the Notes will mature.




          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.




          “Mortgages” means mortgages, liens, pledges or other encumbrances.




          “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends.







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          “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its
Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or
other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the
direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash
Consideration, including legal, accounting and investment banking fees, and brokerage and sales
commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or deductions and any tax
sharing arrangements), amounts required to be applied to the repayment of principal, premium, if
any, and interest on Senior Indebtedness required (other than required by clause (1) of Section
4.08(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts
to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with
GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof,
including pension and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with such transaction.




          “Notes” means the Initial Notes and more particularly means any Note authenticated and
delivered under this Second Supplemental Indenture. For all purposes of this Second Supplemental
Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a
supplemental indenture.




          “Notes Obligations” means Obligations in respect of the Notes, this Second
Supplemental Indenture or the Security Documents, including, for the avoidance of doubt,
obligations in respect of guarantees thereof.




          “Non-Receivables Collateral” means all the present and future assets of the Issuer and
the Subsidiary Guarantors in which a security interest has been granted pursuant to (a) the
Security Agreement, (b) the Pledge Agreement and (c) the other Security Documents other than the
Shared Receivables Security Documents and any Security Documents relating to the Separate
Receivables Collateral; provided that the Non-Receivables Collateral shall not include any
European Collateral.




          “Obligations” means any principal, interest (including any interest accruing
subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the
rate provided for in the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable state, federal or foreign law), premium, penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of
credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, payable under the documentation governing any Indebtedness.




          “Officer” means the Chairman of the Board, the Chief Executive Officer, the President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the
Secretary of the Issuer or a Guarantor, as applicable.




          “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an
Officer of the Issuer, or on behalf of a Guarantor by an Officer of such Guarantor , who must be
the principal executive officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer or Guarantor, as applicable, that meets the requirements set forth
in this Second Supplemental Indenture.




          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of or counsel to the Issuer or a Guarantor, as the
case may be.







-22-









 








          “Parent Guarantee” means the guarantee by the Parent Guarantor of the Parent
Guaranteed Obligations under this Second Supplemental Indenture.




          “Parent Guarantor” means the Person named as the “Parent Guarantor” in the recitals
(i) until released pursuant to the provisions of this Second Supplemental Indenture or (ii) until a
successor Person shall have become such pursuant to the applicable provisions of this Second
Supplemental Indenture, and thereafter “Parent Guarantor” shall mean that successor Person until
released pursuant to the provisions of this Second Supplemental Indenture.




          “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related
Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between
the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash
Equivalents received must be applied in accordance with Section 4.08 hereof.




          “Permitted Holders” means each of the Investors, the Frist Entities, members of
management of the Issuer (or its direct or indirect parent), Citigroup Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America Securities LLC (which
institutions were assignees of certain equity commitments of the Investors as of November 17,
2006), and each of their respective Affiliates or successors, that are holders of Equity Interests
of the Issuer (or any of its direct or indirect parent companies) and any group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which
any of the foregoing are members; provided that, in the case of such group and without
giving effect to the existence of such group or any other group, such Investors, Frist Entities,
members of management and assignees of the equity commitments of the Investors, collectively, have
beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer
or any of its direct or indirect parent companies.




          “Permitted Liens” means, with respect to any Person:





     (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case incurred in the ordinary course of business;




     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet overdue for a period of more than 30 days or being contested in
good faith by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review if adequate reserves with respect thereto are
maintained on the books of such Person in accordance with GAAP;




     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a
period of more than 30 days or payable or subject to penalties for nonpayment or which are
being contested in good faith by appropriate proceedings diligently conducted, if adequate
reserves with respect thereto are maintained on the books of such Person in accordance with
GAAP;




     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant to the request
of and for the account of such Person in the ordinary course of its business;



-23-









 






     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use of
real properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;




     (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12),
(13), (18) or (19) of Section 4.10(b) set forth in the Existing Secured Bond Indentures as
in effect on the Issue Date; provided that (a) Liens securing Indebtedness, Disqualified
Stock or Preferred Stock permitted to be incurred pursuant to clause (13) relate only to
Refinancing Indebtedness that serves to refund or refinance Indebtedness, Disqualified Stock
or Preferred Stock incurred under clause (4) or (12) of Section 4.10(b) set forth in the
Existing Secured Bond Indentures as in effect on the Issue Date, (b) Liens securing
Indebtedness permitted to be incurred pursuant to clause (18) extend only to the assets of
Foreign Subsidiaries, (c) Liens securing Indebtedness permitted to be incurred pursuant to
clause (19) are solely on acquired property or the assets of the acquired entity, as the
case may be and (d) Liens securing Indebtedness, Disqualified Stock or Preferred Stock
permitted to be incurred pursuant to clause (4) of Section 4.10(b) set forth in the Existing
Secured Bond Indentures as in effect on the Issue Date extend only to the assets so
financed, purchased, constructed or improved;




     (7) Liens existing on the Issue Date (other than Liens in favor of (i) the lenders
under the Senior Credit Facilities, (ii) the holders of the Existing First Priority Notes
and (iii) the holders of the Existing Second Priority Notes);




     (8) Liens on property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, such Liens are not created or incurred in connection with, or
in contemplation of, such other Person becoming such a Subsidiary; provided, further,
however, that such Liens may not extend to any other property owned by the Issuer or any of
its Restricted Subsidiaries;




     (9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the
property, including any acquisition by means of a merger or consolidation with or into the
Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not
created or incurred in connection with, or in contemplation of, such acquisition; provided,
further, however, that the Liens may not extend to any other property owned by the Issuer or
any of its Restricted Subsidiaries;




     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing
to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with
Section 4.10 set forth in the Existing Secured Bond Indentures as in effect on the Issue
Date;




     (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Second Supplemental Indenture, secured by a Lien on the same
property securing such Hedging Obligations;




     (12) Liens on specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods;



-24-









 






     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business which do not materially interfere with the ordinary conduct of the
business of the Issuer or any of its Restricted Subsidiaries and do not secure any
Indebtedness;




     (14) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary
course of business;




     (15) Liens in favor of the Issuer or any Guarantor;




     (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in
the ordinary course of business;




     (17) Liens on accounts receivable and related assets incurred in connection with a
Receivables Facility;




     (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or
successive refinancings, refundings, extensions, renewals or replacements), as a whole or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7),
(8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of
the same property that secured the original Lien (plus improvements on such property), and
(b) the Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the
original Lien became a Permitted Lien under this Second Supplemental Indenture, and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement;




     (19) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (20) other Liens securing obligations incurred in the ordinary course of business which
obligations do not exceed $100.0 million at any one time outstanding;




     (21) Liens securing judgments for the payment of money not constituting an Event of
Default so long as such Liens are adequately bonded and any appropriate legal proceedings
that may have been duly initiated for the review of such judgment have not been finally
terminated or the period within which such proceedings may be initiated has not expired;




     (22) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;




     (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code, or any comparable or successor provision, on items in the course of
collection, (ii) attaching to commodity trading accounts or other commodity brokerage
accounts incurred in the ordinary course of business, and (iii) in favor of banking
institutions arising as a matter of law encumbering deposits (including the right of
set-off) and which are within the general parameters customary in the banking industry;




     (24) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.10 set forth in the Existing Secured Bond Indentures as in effect
on the



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Issue Date; provided that such Liens do not extend to any assets other than those that
are the subject of such repurchase agreements;




     (25) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (26) Liens that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Issuer or any of
its Restricted Subsidiaries in the ordinary course of business;




     (27) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted
Subsidiary in the ordinary course of business; and




     (28) Liens that rank junior to the Liens securing the Notes securing the Junior Lien
Obligations.



          For purposes of this definition, the term “Indebtedness” shall be deemed to include interest
on such Indebtedness.




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




          “Pledge Agreement” means the amended and restated Pledge Agreement, dated as of
November 17, 2006, as amended and restated as of March 2, 2009 by and among the Issuer, the
subsidiary pledgors named therein and the First Lien Collateral Agent, as the same may be further
amended, restated or modified from time to time.




          “Preferred Stock” means any Equity Interest with preferential rights of payment of
dividends or upon liquidation, dissolution or winding up.




          “Principal Property” means each acute care hospital providing general medical and
surgical services (excluding equipment, personal property and hospitals that primarily provide
specialty medical services, such as psychiatric and obstetrical and gynecological services) owned
solely by the Issuer and/or one or more of its Subsidiaries and located in the United States of
America.




          “Prospectus” means the prospectus, dated July 26, 2011, relating to the sale of the
Initial Notes.




          “Purchase Money Obligations” means any Indebtedness incurred to finance or refinance
the acquisition, leasing, construction or improvement of property (real or personal) or assets
(other than Capital Stock), and whether acquired through the direct acquisition of such property or
assets, or otherwise.







-26-









 








          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any
Person engaged in, a Similar Business; provided that the fair market value of any such assets or
Capital Stock shall be determined by the Issuer in good faith.




          “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a
rating on the Notes publicly available, a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P
or both, as the case may be.




          “Receivables Collateral” means all the assets pledged to the ABL Collateral Agent on
behalf of the ABL Secured Parties as security for the ABL Obligations.




          “Receivables Facility” means any of one or more receivables financing facilities as
amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the
Obligations of which are non-recourse (except for customary representations, warranties, covenants
and indemnities made in connection with such facilities) to the Issuer or any of its Restricted
Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its
Restricted Subsidiaries purports to sell its accounts receivable to either (a) a Person that is not
a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn funds such purchase by
purporting to sell its accounts receivable to a Person that is not a Restricted Subsidiary or by
borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by
borrowing from such a Person.




          “Receivables Subsidiary” means any Subsidiary formed for the purpose of facilitating
or entering into one or more Receivables Facilities, and in each case engages only in activities
reasonably related or incidental thereto.




          “Record Date” for the interest or payable on any applicable Interest Payment Date
means February 1 or August 1 (whether or not a Business Day) next preceding such Interest Payment
Date.




          “Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC, Barclays Capital
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. and Wells Fargo Securities, LLC (or their respective affiliates that are
Primary Treasury Dealers) and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer,
and (ii) any other Primary Treasury Dealer selected by the Issuer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date for any Note, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each
case as a percentage of its principal amount, quoted in writing to the Independent Investment
Banker by such Reference Treasury Dealer at 3:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.




          “Related Business Assets” means assets (other than cash or Cash Equivalents) used or
useful in a Similar Business; provided that any assets received by the Issuer or a Restricted
Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be
deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt
of the securities of such Person, such Person would become a Restricted Subsidiary.







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          “Remaining Life” has the meaning ascribed to such term in the definition of
“Comparable Treasury Issue”.




          “Responsible Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any managing director, director, vice
president, assistant vice president, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Second Supplemental Indenture.




          “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the
Issuer that is not then an Unrestricted Subsidiary; provided, however, that upon an Unrestricted
Subsidiary’s ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.”




          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any
successor to its rating agency business.




          “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by
the Issuer or any of its Restricted Subsidiaries for a period of more than three years of any
Principal Property, which property has been or is to be sold or transferred by the Issuer or such
Subsidiary to a third Person in contemplation of such leasing.




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




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




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.




          “Security Agreement” means the amended and restated Security Agreement, dated as of
March 2, 2009, by and among the Issuer, the subsidiary grantors named therein and the First Lien
Collateral Agent, as the same may be further amended, restated or modified from time to time, to
which the Trustee, as Authorized Representative for the Holders, will be joined on the Issue Date.




          “Security Documents” means, collectively, the Intercreditor Agreements, the Security
Agreement, the Pledge Agreement, the Additional First Lien Secured Party Consent, other security
agreements relating to the Collateral and the mortgages and instruments filed and recorded in
appropriate jurisdictions to preserve and protect the Liens on the Collateral (including, without
limitation, financing statements under the Uniform Commercial Code of the relevant states)
applicable to the Collateral, as in effect on the Issue Date and as amended, amended and restated,
modified, renewed or replaced from time to time.




          “Senior Credit Facilities” means the ABL Facility and the General Credit Facility.




          “Senior Indebtedness” means:





     (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit
Facilities, the Existing First Priority Notes, the Existing Second Priority Notes and the
Notes



-28-









 







and related Guarantees (including interest accruing on or after the filing of any
petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any
Guarantor (at the rate provided for in the documentation with respect thereto, regardless of
whether or not a claim for post-filing interest is allowed in such proceedings)), and any
and all other fees, expense reimbursement obligations, indemnification amounts, penalties,
and other amounts (whether existing on the Issue Date or thereafter created or incurred) and
all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in
respect of amounts paid under letters of credit, acceptances or other similar instruments;




     (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in
the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a
Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to
such Hedging Obligation was entered into); provided that such Hedging Obligations are
permitted to be incurred under the terms of this Second Supplemental Indenture;




     (3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred
under the terms of this Second Supplemental Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is subordinated in right of payment
to the Notes or any related Guarantee; and




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


provided, however, that Senior Indebtedness shall not include:





     (a) any obligation of such Person to the Issuer or any of its Subsidiaries;




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




     (c) any accounts payable or other liability to trade creditors arising in the ordinary
course of business;




     (d) any Indebtedness or other Obligation of such Person which is subordinate or junior
in any respect to any other Indebtedness or other Obligation of such Person; or




     (e) that portion of any Indebtedness which at the time of incurrence is incurred in
violation of this Second Supplemental Indenture.



          “Separate Receivables Collateral” means the Receivables Collateral other than the
Shared Receivables Collateral.




          “Shared Receivables Collateral” means the portion of the Receivables Collateral which
secures the First Lien Obligations on a second priority basis pursuant to the Security Documents
and the Existing Second Priority Notes on a third-priority basis pursuant to the Junior Lien
Documents.




          “Shared Receivables Security Documents” means, collectively, the Additional
Receivables Intercreditor Agreement, any security agreement relating to the Shared Receivables
Collateral, the control agreements and deposit agreements and the instruments filed and recorded in
appropriate jurisdictions to preserve and protect the Liens on the Shared Receivables Collateral
(including, without limitation, financing statements under the Uniform Commercial Code of the
relevant states) applicable to the Shared Receivables Collateral, each for the benefit of the First
Lien Collateral Agent and the ABL






-29-









 







Collateral Agent, as in effect on November 17, 2006 and as amended, amended and restated, modified,
renewed or replaced from time to time.




          “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the Issue Date.




          “Similar Business” means any business conducted or proposed to be conducted by the
Issuer and its Subsidiaries on the Issue Date or any business that is similar, reasonably related,
incidental or ancillary thereto.




          “Subordinated Indebtedness” means, with respect to the Notes,





          (1) any Indebtedness of the Issuer which is by its terms subordinated in right of
payment to the Notes, and




          (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of
payment to the Guarantee of such entity of the Notes.



          “Subsidiary” means, with respect to any Person:





     (1) any corporation, association, or other business entity (other than a partnership,
joint venture, limited liability company or similar entity) of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at
the time of determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof or is consolidated
under GAAP with such Person at such time; and




     (2) any partnership, joint venture, limited liability company or similar entity of
which more than 50% of the equity ownership, whether in the form of a membership, general,
special or limited partnership interests or otherwise is owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that Person or a
combination thereof or is consolidated under GAAP with such Person at such time;
provided, however, that for purposes of Sections 4.09, 4.11(d) and 4.11(e),
any Person that is an Affiliated Entity shall not be considered a Subsidiary.



          “Subsidiary Guarantee” means any guarantee by a Subsidiary Guarantor of the Issuer’s
Obligations under this Second Supplemental Indenture.




          “Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes in
accordance with the terms of this Second Supplemental Indenture.




          “Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on
a consolidated basis, as shown on the most recent consolidated balance sheet of the Issuer or such
other Person as may be expressly stated.




          “Transfer Agent” means the Person specified in Section 2.03 hereof as the Transfer
Agent, and any and all successors thereto, to receive on behalf of the Registrar any Notes for
transfer or exchange pursuant to this Second Supplemental Indenture.







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          “Treasury Rate” means, at the time of computation, (1) the semi-annual equivalent
yield to maturity of the United States Treasury Securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release H.15(519) which has become
publicly available at least two Business Days prior to the Redemption Date or, if such Statistical
Release is no longer published, any publicly available source of similar market data) for the
maturity corresponding to the Comparable Treasury Issue; provided, however, that if
no maturity is within three months before or after the Maturity Date for the Notes, yields for the
two published maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if that release, or any successor
release, is not published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption
Date. The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.




          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb).




          “Trustee” means Law Debenture Trust Company of New York, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Second Supplemental Indenture and
thereafter means the successor serving hereunder.




          “Unrestricted Subsidiary” means:





     (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted
Subsidiary (as designated by the Issuer, as provided below); and




     (2) any Subsidiary of an Unrestricted Subsidiary.



          The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or
holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely
any Subsidiary of the Subsidiary to be so designated); provided that





          (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity Interests
having ordinary voting power for the election of directors or Persons performing a similar
function are owned, directly or indirectly, by the Issuer; and




          (2) each of:




     (a) the Subsidiary to be so designated; and




     (b) its Subsidiaries



          has not at the time of designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted
Subsidiary.







-31-









 








          The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that, immediately after giving effect to such designation, no Default shall have occurred and be
continuing and either:





     (1) the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a
Fixed Charge Coverage Ratio of at least 2.00 to 1.00; or




     (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries
would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately
prior to such designation, in each case on a pro forma basis taking into account such
designation.



          Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly
filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any
committee thereof giving effect to such designation and an Officer’s Certificate certifying that
such designation complied with the foregoing provisions.




          “Unsecured Notes” means the 7.50% Senior Notes due 2022, to be issued on the Issue
Date.




          “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the board of directors of such Person.




          “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the
outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time
be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.




Section 1.02 Other Definitions.




	 	 	 	 	 
	Term	 	Defined in 
Section	 
	“Acceptable Commitment”
	 	 	4.08	 
	“Authentication Order”
	 	 	2.02	 
	“Asset Sale Offer”
	 	 	4.08	 
	“Change of Control Offer”
	 	 	4.07	 
	“Change of Control Payment”
	 	 	4.07	 
	“Change of Control Payment Date”
	 	 	4.07	 
	“Collateral Asset Sale Offer”
	 	 	4.08	 
	“Collateral Excess Proceeds”
	 	 	4.08	 
	“Collateral Offer Amount”
	 	 	3.09	 
	“Collateral Offer Period”
	 	 	3.09	 
	“Collateral Purchase Date”
	 	 	3.09	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.08	 
	“Investment Grade Rating Event”
	 	 	4.10	 
	“Legal Defeasance”
	 	 	8.02	 
	“Note Register”
	 	 	2.03	 
	“Offer Amount”
	 	 	3.10	 
	“Offer Period”
	 	 	3.10	 






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	Term	 	Defined in 

Section	 
	“Parent Guaranteed Obligations”
	 	 	12.07	 
	“Paying Agent”
	 	 	2.03	 
	“Purchase Date”
	 	 	3.10	 
	“Redemption Date”
	 	 	3.07	 
	“Registrar”
	 	 	2.03	 
	“Reversion Date”
	 	 	4.10	 
	“Second Commitment”
	 	 	4.07	 
	“Successor Entity”
	 	 	5.01	 
	“Successor Person”
	 	 	5.01	 
	“Suspended Covenant”
	 	 	4.10	 
	“Treasury Capital Stock”
	 	 	4.06	 






Section 1.03 Incorporation by Reference of Trust Indenture Act.




          Whenever this Second Supplemental Indenture refers to a provision of the Trust Indenture Act
the provision is by reference in and made a part of this Second Supplemental Indenture. If and to
the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts
with another provision included in this Second Supplemental Indenture, by operation of Sections 310
to 317, inclusive, of the Trust Indenture Act (an “incorporated provision”), such incorporated
provision shall control.




          The following Trust Indenture Act terms used in this Second Supplemental Indenture have the
following meanings:





     “indenture securities” mean the Notes;




     “indenture security Holder” means a Holder of a Note;




     “indenture to be qualified” means this Second Supplemental Indenture;




     “indenture trustee” or “institutional trustee” means the Trustee; and




     “obligor” on the Notes and the Guarantees means the Issuer, the Guarantors and any
successor obligor upon the Notes and the Guarantees, respectively.



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




Section 1.04 Rules of Construction.




          Unless the context otherwise requires:





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




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



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     (c) “or” is not exclusive;




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




     (e) “will” shall be interpreted to express a command;




     (f) provisions apply to successive events and transactions;




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




     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this Second
Supplemental Indenture; and




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



          In addition, this Second Supplemental Indenture restates in their entirety the terms of the
Base Indenture as supplemented by this Second Supplemental Indenture and does not incorporate the
terms of the Base Indenture. The changes, modifications and supplements to the Base Indenture
effected by this Second Supplemental Indenture shall be applicable only with respect to, and shall
only govern the terms of, the Notes, except as otherwise provided herein, and shall not apply to
any other securities that may be issued under the Base Indenture unless a supplemental indenture
with respect to such other securities specifically incorporates such changes, modifications and
supplements.




Section 1.05 Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Second Supplemental Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the Issuer or the
Guarantors, as applicable. Proof of execution of any such instrument or of a writing appointing
any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this
Second Supplemental Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Issuer and the Guarantors, as applicable, if made in the manner provided in this Section 1.05.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit
shall also constitute proof of the authority of the Person executing the same. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that the Trustee deems sufficient.




          (c) The ownership of Notes shall be proved by the Note Register.







-34-









 








          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.




          (e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record
date for purposes of determining the identity of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to
any action by vote or consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by
any Person in respect of any such action, or in the case of any such vote, prior to such vote, any
such record date shall be the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.




          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.




          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Second Supplemental Indenture to be made, given or taken by Holders, and DTC that is the
Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in
any such Global Note through such depositary’s standing instructions and customary practices.




          (h) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this Second
Supplemental Indenture to be made, given or taken by Holders. If such a record date is fixed, the
Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall
be entitled to make, give or take such request, demand, authorization, direction, notice, consent,
waiver or other action, whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.




ARTICLE 2




THE NOTES



          In accordance with Section 301 of the Base Indenture, the Issuer hereby creates the Notes as a
series of its Securities issued pursuant to this Second Supplemental Indenture. In accordance with
Section 301 of the Base Indenture, the Notes shall be known and designated as the “6.50% Senior
Secured Notes due 2020” of the Issuer.





-35-











 




Section 2.01 Form and Dating; Terms.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of
its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.




          (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note shall represent such of the outstanding Notes as shall be specified in the
“Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide
that it shall represent up to the aggregate principal amount of Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.




          (c) Terms. The aggregate principal amount of Notes that may be authenticated and
delivered under this Second Supplemental Indenture is unlimited.




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




          The Notes shall be subject to repurchase by the Issuer pursuant an Asset Sale Offer or
Collateral Asset Sale Offer as provided in Section 4.08 hereof or a Change of Control Offer as
provided in Section 4.07 hereof. The Notes shall not be redeemable, other than as provided in
Article 3.




          Additional Notes may be created and issued from time to time by the Issuer without notice to
or consent of the Holders and shall be consolidated with and form a single class with the Initial
Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes.
Except as described under Article 9 hereof, the Notes offered by the Issuer and any Additional
Notes subsequently issued under this Second Supplemental Indenture will be treated as a single
class for all purposes under this Second Supplemental Indenture, including waivers, amendments,
redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes”
for all purposes of this Second Supplemental Indenture include any Additional Notes that are
actually issued. Any Additional Notes shall be issued with the benefit of an indenture
supplemental to this Second Supplemental Indenture.



Section 2.02 Execution and Authentication.




          At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile
signature.







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




          A Note shall not be entitled to any benefit under this Second Supplemental Indenture or be
valid or obligatory for any purpose until authenticated substantially in the form provided for in
Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be
conclusive evidence that the Note has been duly authenticated and delivered under this Second
Supplemental Indenture.




          On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication
Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to
time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes.
Such Authentication Order shall specify the amount of the Notes to be authenticated.




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



Section 2.03 Registrar and Paying Agent.




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




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




          The Issuer initially appoints Deutsche Bank Trust Company Americas to act as the Paying Agent,
Registrar and Transfer Agent for the Notes and the Registrar to act as Custodian with respect to
the Global Notes.



Section 2.04 Paying Agent to Hold Money in Trust.




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







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Section 2.05 Holder Lists.









          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish
to the Trustee at least two Business Days before each Interest Payment Date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the Issuer shall
otherwise comply with Trust Indenture Act Section 312(a).



Section 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuer for Definitive Notes if:





     (A) the Issuer delivers to the Trustee notice from the Depositary that the
Depositary is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Issuer within 120 days after the date
of such notice from the Depositary;




     (B) the Issuer in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; or




     (C) there has occurred and is continuing a Default or Event of Default with
respect to the Notes, and the Depositary has notified the Issuer and the Trustee of
its desire to exchange the Global Notes for Definitive Notes.


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




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes will be effected through the Depositary,
in accordance with the provisions of this Second Supplemental Indenture. Beneficial interests in
any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b) and Section 2.06(d) hereof.




          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder
of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Definitive






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Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the
Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are registered.




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




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e). A Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note.




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





“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SECOND
SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SECOND SUPPLEMENTAL INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE SECOND SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SECOND SUPPLEMENTAL
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE



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OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.”



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




          (h) General Provisions Relating to Transfers and Exchanges.





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




     (ii) No service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 4.07 and 9.05 hereof).




     (iii) Neither the Registrar nor the Issuer shall be required to register the transfer
of or exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.




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




     (v) The Issuer shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange
any Note so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in



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part or (C) to register the transfer of or to exchange a Note between a Record Date and
the next succeeding Interest Payment Date.




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




     (vii) Upon surrender for registration of transfer of any Note at the office or agency
of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the
Trustee shall authenticate and mail, in the name of the designated transferee or
transferees, one or more replacement Notes of any authorized denomination or denominations
of a like aggregate principal amount.




     (viii) At the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Global Notes or
Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and mail, the replacement Global Notes and Definitive Notes which the
Holder making the exchange is entitled to in accordance with the provisions of Section 2.02
hereof.




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


Section 2.07 Replacement Notes.




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




          Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all
of the benefits of this Second Supplemental Indenture equally and proportionately with all other
Notes duly issued hereunder.



Section 2.08 Outstanding Notes.




          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.




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







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




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



Section 2.09 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer,
shall be considered as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent
with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or
any Affiliate of the Issuer or of such other obligor.



Section 2.10 Temporary Notes.




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




          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to
all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this
Second Supplemental Indenture.



Section 2.11 Cancellation.




          The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or
the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the
record retention requirement of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for cancellation.



Section 2.12 Defaulted Interest.




          If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment, and at the same time the Issuer






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shall deposit with the Trustee an amount of money equal to the aggregate amount proposed
to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such defaulted interest as provided in
this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and
payment date; provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer
of such special record date. At least 15 days before the special record date, the Issuer (or, upon
the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall
mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her
address as it appears in the Note Register that states the special record date, the related payment
date and the amount of such interest to be paid.




          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note
delivered under this Second Supplemental Indenture upon registration of transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note.



Section 2.13 CUSIP and ISIN Numbers.




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




ARTICLE 3




REDEMPTION


Section 3.01 Notices to Trustee.




          If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the
Trustee and the Registrar and Paying Agent, at least 2 Business Days before notice of redemption is
required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not
more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the clause
of this Second Supplemental Indenture or the subparagraph of such Note pursuant to which the
redemption shall occur, (ii) the Redemption Date; (iii) the principal amount of Notes to be
redeemed, (iv) the redemption price (or the method of calculating it) and (v) each place that
payment will be made upon presentation and surrender of the Notes to be redeemed.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.




          If less than all of the Notes, are to be redeemed or purchased in an offer to purchase at any
time, the Registrar and Paying Agent shall select the Notes to be redeemed or purchased (a) if the
Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, (b) on a pro rata basis or
(c) by lot or by such other method in accordance with the procedures of DTC. In the event of
partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein,






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not less than 30 nor more than 60 days prior to the Redemption Date by the Registrar
and Paying Agent from the outstanding Notes not previously called for redemption or purchase.




          The Registrar and Paying Agent shall promptly notify the Issuer in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for partial redemption or
purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes
selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of
$2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not
$2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as
provided in the preceding sentence, provisions of this Second Supplemental Indenture that apply to
Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase.



Section 3.03 Notice of Redemption.




          The Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least
30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed
at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except
that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is
issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(c)
hereof, notices of redemption may not be conditional.




          The notice shall identify the Notes to be redeemed and shall state:





     (a) the Redemption Date;




     (b) the redemption price (or method of calculating it);




     (c) if any Note is to be redeemed in part only, the portion of the principal amount of
that Note that is to be redeemed and that, after the Redemption Date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion of the
original Note representing the same indebtedness to the extent not redeemed will be issued
in the name of the Holder of the Notes upon cancellation of the original Note;




     (d) the place and address that payment will be made upon presentation and surrender of
the Notes to be redeemed;




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




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




     (g) that, unless the Issuer defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;




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




     (i) that no representation is made as to the correctness or accuracy of the CUSIP
and/or ISIN number, if any, listed in such notice or printed on the Notes; and



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     (j) if in connection with a redemption pursuant to Section 3.07 hereof, any condition
to such redemption.



          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at its expense; provided that the Issuer shall have delivered to the Trustee, at least
2 Business Days before notice of redemption is required to be mailed or caused to be mailed to
Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee),
an Officer’s Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.



Section 3.04 Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the Redemption Date at the redemption price
(except as provided for in Section 3.07(c) hereof). The notice, if mailed in a manner herein
provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption in whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after
the Redemption Date, interest ceases to accrue on Notes or portions thereof called for redemption.



Section 3.05 Deposit of Redemption or Purchase Price.




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




          If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date
but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note was registered at
the close of business on such Record Date. If any Note called for redemption or purchase shall not
be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any interest accrued to
the redemption or purchase date not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.



Section 3.06 Notes Redeemed or Purchased in Part.




          Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the
Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the
same indebtedness to the extent not redeemed or purchased; provided that each new Note will
be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is
understood that, notwithstanding anything in this Second Supplemental Indenture to the contrary,
only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for
the Trustee to authenticate such new Note.







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Section 3.07 Optional Redemption.




          (a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option
prior to the Maturity Date.




          (b) The Notes will be redeemable, at the Issuer’s option, at any time in whole or from time to
time in part, at a redemption, or “make-whole,” price equal to the greater of: (i) 100% of the
aggregate principal amount of the Notes to be redeemed, and (ii) an amount equal to sum of the
present value of the remaining scheduled payments of principal of and interest on the Notes to be
redeemed (excluding accrued and unpaid interest to the date of redemption (the “Redemption
Date”) and subject to the right of Holders on the relevant Record Date to receive interest due
on the relevant Interest Payment Date) discounted from their scheduled date of payment to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
using a discount rate equal to the Treasury Rate plus 50 basis points plus, in each of the above
cases, accrued and unpaid interest, if any, to such Redemption Date.




          (c) Any notice of any redemption may be given prior to the redemption thereof, and any such
redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an Equity Offering or other corporate
transaction.




          (d) If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying
Agent shall select the Notes to be redeemed in the manner described under Section 3.02 hereof.




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



Section 3.08 Mandatory Redemption.




          The Issuer shall not be required to make any mandatory redemption or sinking fund payments
with respect to the Notes.



Section 3.09 Asset Sales of Collateral.




          (a) In the event that, pursuant to Section 4.08 hereof, the Issuer shall be required to
commence a Collateral Asset Sale Offer, it shall follow the procedures specified below.




          (b) The Collateral Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer period is required by
applicable law (the “Collateral Offer Period”). No later than five Business Days after the
termination of the Collateral Offer Period (the “Collateral Purchase Date”), the Issuer
shall apply all Collateral Excess Proceeds (the “Collateral Offer Amount”) to the purchase
of Notes and, if required, First Lien Obligations or Obligations secured by a Lien permitted under
this Indenture (which Lien is not subordinate to the Liens of the Notes with respect to the
Collateral) (on a pro rata basis, if applicable), or, if less than the Collateral Offer Amount has
been tendered, all Notes and First Lien Obligations or such other Obligations tendered in response
to the Collateral Asset Sale Offer. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.




          (c) If the Collateral Purchase Date is on or after a Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but
excluding the Collateral Purchase Date, shall be paid to the Person in whose name a Note is
registered at






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the close of business on such Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Collateral Asset Sale Offer.




          (d) Upon the commencement of a Collateral Asset Sale Offer, the Issuer shall send, by
first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Collateral Asset Sale Offer. The Collateral Asset Sale Offer shall be made to all Holders and
holders of such First Lien Obligations or Obligations secured by a Lien permitted under this
Indenture (which Lien is not subordinate to the Liens of the Notes with respect to the Collateral).
The notice, which shall govern the terms of the Collateral Asset Sale Offer, shall state:





     (i) that the Collateral Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.08 hereof and the length of time the Collateral Asset Sale Offer shall remain
open;




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




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




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




     (v) that Holders electing to have a Note purchased pursuant to a Collateral Asset Sale Offer
may elect to have Notes purchased in the minimum amount of $2,000 or an integral multiple of
$1,000 in excess thereof only;




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




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




     (viii) that, if the aggregate principal amount of Notes and First Lien Obligations or
Obligations secured by a Lien permitted under this Indenture (which Lien is not subordinate
to the Liens of the Notes with respect to the Collateral) surrendered by the holders thereof
exceeds the Collateral Offer Amount, the Trustee shall select the Notes and such First Lien
Obligations or other Obligations to be purchased on a pro rata basis based on the accreted
value or principal amount of the Notes or such First Lien Obligations or other Obligations
tendered (with such adjustments as may be deemed appropriate by the Trustee so that only
Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess thereof,
shall be purchased); and



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     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the extent not
repurchased.



          (e) On or before the Collateral Purchase Date, the Issuer shall, to the extent lawful, (1)
accept for payment, on a pro rata basis to the extent necessary, the Collateral Offer Amount of
Notes or portions thereof validly tendered pursuant to the Collateral Asset Sale Offer, or if less
than the Collateral Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to
be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate
stating the aggregate principal amount of Notes or portions thereof so tendered.




          (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and
mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel
or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new
Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided, that each such new Note
shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any
Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The
Issuer shall publicly announce the results of the Collateral Asset Sale Offer on or as soon as
practicable after the Collateral Purchase Date.




     Other than as specifically provided in this Section 3.09 or Section 4.08, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof.


Section 3.10 Asset Sales.




     (a) In the event that, pursuant to Section 4.08 hereof, the Issuer shall be required to
commence an Asset Sale Offer, it shall follow the procedures specified below.



     (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer
Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes and, if required or permitted by the terms thereof, any
Senior Indebtedness (on a pro rata basis), or, if less than the Offer Amount has been tendered, all
Notes and Senior Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes
so purchased shall be made in the same manner as interest payments are made.



     (c) If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding
the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of
business on such Record Date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.



     (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail,
a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions






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and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders and holders of such Senior Indebtedness.
The notice, which shall govern the terms of the Asset Sale Offer, shall state:





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




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




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




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




     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in the minimum amount of $2,000 or an integral multiple of
$1,000 in excess thereof only;




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




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




     (viii) that, if the aggregate principal amount of Notes and Senior Indebtedness
surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the
Notes and such Senior Indebtedness to be purchased on a pro rata basis based on the accreted
value or principal amount of the Notes or such Senior Indebtedness tendered (with such
adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum
denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be
purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the extent not
repurchased.



     (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof
validly tendered pursuant to the Asset Sale Offer or, if less than the Offer Amount has been
tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officer’s Certificate stating the aggregate principal amount of
Notes or portions thereof so tendered.



     (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes properly
tendered



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by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a
new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or
deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel
or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new
Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing
the same indebtedness to the extent not repurchased; provided that each such new Note shall
be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note
not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The
Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date.




     Other than as specifically provided in this Section 3.10 or Section 4.08, any purchase
pursuant to this Section 3.10 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof.



ARTICLE 4




COVENANTS


Section 4.01 Payment of Notes.




          The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on
the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or
a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and interest then due.




          The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.



Section 4.02 Maintenance of Office or Agency.




          The Issuer shall maintain in the Borough of Manhattan in the City of New York, an office or
agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuer in respect of the Notes and this Second Supplemental
Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Issuer
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 Issuer may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided that no such designation or rescission shall in any
manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of
Manhattan in the City of New York, for such purposes. The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.







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          The Issuer hereby designates the office of the Registrar at the address specified in Section
14.02 hereof (or such other address as to which the Registrar may give notice to the Holders and
the Issuer) as one such office or agency of the Issuer in accordance with Section 2.03 hereof.



Section 4.03 Compliance Certificate.




          (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year
ending after the Issue Date, an Officer’s Certificate stating that a review of the activities of
the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the Issuer has kept,
observed, performed and fulfilled its obligations under this Second Supplemental Indenture, and
further stating, as to such Officer signing such certificate, that to the best of his or her
knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and
covenant contained in this Second Supplemental Indenture and is not in default in the performance
or observance of any of the terms, provisions, covenants and conditions of this Second Supplemental
Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she
may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).




          (b) When any Default has occurred and is continuing under this Second Supplemental Indenture,
or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any
Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer
shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such
event and what action the Issuer proposes to take with respect thereto.



Section 4.04 Taxes.




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



Section 4.05 Stay, Extension and Usury Laws.




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



Section 4.06 Corporate Existence.




          Subject to Article 5 hereof the Issuer, and so long as any Notes in respect of which
Guarantees have been Outstanding, each such Guarantor, shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate existence, partnership or
other existence of each of its Subsidiaries, in accordance with the respective organizational
rights (charter or statutory), licenses and franchises; provided that neither the Issuer nor any
Guarantor shall be required to preserve any such






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right, license or franchise, if respective board of directors shall in good faith determine
that the preservation thereof is no longer desirable in the conduct of the business.



Section 4.07 Offer to Repurchase upon Change of Control.




          (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a
redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof,
the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below
(the “Change of Control Offer”) at a price in cash (the “Change of Control
Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within
30 days following any Change of Control, the Issuer shall send notice of such Change of Control
Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to
the address of such Holder appearing in the security register with a copy to the Trustee and the
Registrar or otherwise in accordance with the procedures of DTC, with the following information:





     (1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for
payment by the Issuer;




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




     (3) that any Note not properly tendered will remain outstanding and continue to accrue
interest;




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




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the
notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;




     (6) that Holders shall be entitled to withdraw their tendered Notes and their election
to require the Issuer to purchase such Notes, provided that the paying agent
receives, not later than the close of business on the 30th day following the date of the
Change of Control notice, a telegram, facsimile transmission or letter setting forth the
name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a
statement that such Holder is withdrawing its tendered Notes and its election to have such
Notes purchased;




     (7) Holders tendering less than all of their Notes will be issued new Notes and such
new Notes will be equal in principal amount to the unpurchased portion of the Notes
surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral
multiple of $1,000 in excess thereof; and



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     (8) the other instructions, as determined by the Issuer, consistent with this Section
4.07, that a Holder must follow.



          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner
herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice
but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all other Holders that properly
received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.07, the Issuer shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section
4.07 by virtue thereof.




          (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,





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




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




     (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so
accepted together with an Officer’s Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to and purchased by the Issuer.



          (c) The Issuer shall not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.07 applicable to a Change
of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of
Control Offer may be made in advance of a Change of Control, conditional upon such Change of
Control, if a definitive agreement is in place for the Change of Control at the time of making of
the Change of Control Offer.




          (d) Other than as specifically provided in this Section 4.07, any purchase pursuant to this
Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.



Section 4.08 Asset Sales.




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





     (1) the Issuer or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market value (as
determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and




     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the
form of cash or Cash Equivalents; provided that the amount of:



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     (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s
most recent balance sheet or in the footnotes thereto) of the Issuer or such
Restricted Subsidiary, other than liabilities that are by their terms subordinated
to the Notes, that are assumed by the transferee of any such assets and for which
the Issuer and all of its Restricted Subsidiaries have been validly released by all
creditors in writing,




     (B) any securities received by the Issuer or such Restricted Subsidiary from
such transferee that are converted by the Issuer or such Restricted Subsidiary into
cash (to the extent of the cash received) within 180 days following the closing of
such Asset Sale, and




     (C) any Designated Non-cash Consideration received by the Issuer or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received pursuant to
this clause (C) that is at that time outstanding, not to exceed 5% of Total Assets
at the time of the receipt of such Designated Non-cash Consideration, with the fair
market value of each item of Designated Non-cash Consideration being measured at the
time received and without giving effect to subsequent changes in value,



     shall be deemed to be cash for purposes of this provision and for no other purpose.



          (b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or
such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,




          (1) to permanently reduce:





     (A) Obligations constituting First Lien Obligations (and, if the Indebtedness
repaid is revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto) (provided that (x) to the extent that the terms of First
Lien Obligations other than Obligations under the Notes require that such First Lien
Obligations are repaid with the Net Proceeds of Asset Sales prior to repayment of
other Indebtedness, the Issuer and its Restricted Subsidiaries shall be entitled to
repay such other First Lien Obligations prior to repaying the Obligations under the
Notes and (y) subject to the foregoing clause (x), if the Issuer or any Subsidiary
Guarantor shall so reduce First Lien Obligations, the Issuer will equally and
ratably reduce Obligations under the Notes through open-market purchases
(provided that such purchases are at or above 100% of the principal amount
thereof) or by making an offer (in accordance with the procedures set forth below
for an Asset Sale Offer) to all holders to purchase at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest and
additional interest, if any, on the pro rata principal amount of Notes);




     (B) Obligations under the Existing Notes which have a final maturity date (as
in effect on the Issue Date) on or prior to the Maturity Date of the Notes;
provided that, at the time of, and after giving effect to, such repurchase,
redemption or defeasance, the aggregate amount of Net Proceeds used to repurchase,
redeem or defease Existing Notes pursuant to this subclause (b) following the Issue
Date shall not exceed 5% of Total Assets at such time; or




     (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than
Indebtedness owed to the Issuer or another Restricted Subsidiary (or any Affiliate
thereof);



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     (2) to make (a) an Investment in any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount
of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b)
capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used
or useful in a Similar Business; or




     (3) to make an investment in (a) any one or more businesses, provided that such
Investment in any business is in the form of the acquisition of Capital Stock and results in
the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount
of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b)
properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace
the businesses, properties and/or assets that are the subject of such Asset Sale;


provided that, in the case of clauses (2) and (3) above, a binding commitment shall be
treated as a permitted application of the Net Proceeds from the date of such commitment so long as
the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith
expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of
such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is
later cancelled or terminated for any reason before the Net Proceeds are applied in connection
therewith, the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment (a
“Second Commitment”) within 180 days of such cancellation or termination; provided,
further, that if any Second Commitment is later cancelled or terminated for any reason
before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.




          (c) Any Net Proceeds from Asset Sales of Collateral that are not invested or applied as set
forth in Section 4.08(b) shall be deemed to constitute “Collateral Excess Proceeds.” When
the aggregate amount of Collateral Excess Proceeds exceeds $200.0 million, the Issuer shall make an
offer to all Holders of the Notes and, if required by the terms of any First Lien Obligations or
Obligations secured by a Lien permitted under this Second Supplemental Indenture (which Lien is not
subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such First
Lien Obligations or such other Obligations (a “Collateral Asset Sale Offer”), to purchase
the maximum aggregate principal amount of the Notes and such First Lien Obligations or such other
Obligations that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that
may be purchased out of the Collateral Excess Proceeds at an offer price in cash in an amount equal
to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the
closing of such offer, in accordance with the procedures set forth in this Second Supplemental
Indenture. The Issuer will commence a Collateral Asset Sale Offer with respect to Collateral
Excess Proceeds within ten Business Days after the date that Collateral Excess Proceeds exceed
$200.0 million by mailing the notice required pursuant to the terms of this Second Supplemental
Indenture, with a copy to the Trustee.




          Any Net Proceeds from Asset Sales of non-Collateral that are not invested or applied as
provided and within the time period set forth in Section 4.08(b) shall be deemed to constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $200.0 million,
the Issuer shall make an offer to all Holders of the Notes and, if required or permitted by the
terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (an “Asset Sale
Offer”), to purchase the maximum aggregate principal amount of the Notes and such Senior
Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that
may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of
such offer, in accordance with the procedures set forth in this Second Supplemental Indenture. The
Issuer will commence an Asset Sale Offer with respect to Excess Proceeds






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within ten Business Days after the date that Excess Proceeds exceed $200.0 million by mailing
the notice required pursuant to the terms of this Second Supplemental Indenture, with a copy to the
Trustee.




          To the extent that the aggregate amount of Notes and such other First Lien Obligations or
Obligations secured by a Lien permitted by this Second Supplemental Indenture (which Lien is not
subordinate to the Lien of the Notes with respect to the Collateral) tendered pursuant to a
Collateral Asset Sale Offer is less than the Collateral Excess Proceeds, the Issuer may use any
remaining Collateral Excess Proceeds for general corporate purposes, subject to other covenants
contained in this Second Supplemental Indenture. To the extent that the aggregate amount of Notes
and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject
to other covenants contained in this Second Supplemental Indenture. If the aggregate principal
amount of Notes or other First Lien Obligations or such other Obligations surrendered by such
holders thereof exceeds the amount of Collateral Excess Proceeds, the Trustee shall select the
Notes and such other First Lien Obligations or such other Obligations to be purchased on a pro rata
basis based on the accreted value or principal amount of the Notes or such other First Lien
Obligations or such other Obligations tendered. If the aggregate principal amount of Notes or the
Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Senior Indebtedness to be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Senior Indebtedness tendered.
Upon completion of any such Collateral Asset Sale Offer or Asset Sale Offer, the amount of
Collateral Excess Proceeds or Excess Proceeds, as the case may be, shall be reset at zero.
Additionally, the Issuer may, at its option, make a Collateral Asset Sale Offer or an Asset Sale
Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale;
provided that such Collateral Asset Sale Offer or Asset Sale Offer shall be in an aggregate
amount of not less than $50.0 million. Upon consummation of such Collateral Asset Sale Offer or
Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed
Excess Proceeds.




          (d) Pending the final application of any Net Proceeds pursuant to this Section 4.08, the
holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness
outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited by this Second Supplemental Indenture.




          (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the repurchase of the Notes pursuant to a Collateral Asset Sale Offer
or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Second Supplemental Indenture, the Issuer shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations described in this Second Supplemental Indenture by virtue thereof.



Section 4.09 Liens.




          The Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures
obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer
or any Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to
receive income therefrom, other than Liens securing Indebtedness that are junior in priority to the
Liens on such property, assets or proceeds securing the Notes and related Subsidiary Guarantees.







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          The foregoing shall not apply to (a) Liens securing the Notes and the related Subsidiary
Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities,
including any letter of credit relating thereto, that was permitted by the terms of this Second
Supplemental Indenture to be incurred pursuant to clause (1) of Section 4.10(b) set forth in the
Existing Secured Bond Indentures as in effect on the Issue Date; provided that, with
respect to Liens securing Obligations permitted under this subclause (b), the Notes and the related
Subsidiary Guarantees are secured by Liens on the assets subject to such Liens (except any European
Collateral) to the extent, with the priority and subject to intercreditor arrangements, in each
case no less favorable to the Holders of the Notes than those described under Article 10 set forth
in the Existing Secured Bond Indentures as in effect on the Issue Date and (c) Liens which are pari
passu in priority to the Liens securing the Notes and related Subsidiary Guarantees and are
incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to
Section 4.10 set forth in the Existing Secured Bond Indentures as in effect on the Issue Date;
provided that, with respect to Liens securing Obligations permitted under this subclause
(c), at the time of incurrence and after giving pro forma effect thereto, the ratio of (1) the
aggregate amount of Indebtedness secured by property, assets or proceeds that secure the Notes and
related Subsidiary Guarantees that are subject to a Lien that is pari passu or senior in priority
to the Liens securing the Notes and the related Subsidiary Guarantees incurred pursuant to
subclause (b) above, this subclause (c) and clause (6) of the definition of “Permitted Liens”
(other than Liens securing Indebtedness incurred pursuant to clauses (4) and (18) of Section
4.10(b) set forth in the Existing Secured Bond Indentures as in effect on the Issue Date) to (2)
the Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such event for which
such calculation is being made shall occur, in each case with such pro forma adjustments to
Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of Fixed Charge Coverage Ratio would be no greater than 4.25 to 1.0;
provided that, with respect to Liens securing Obligations permitted under this subclause
(c), the Notes and the related Subsidiary Guarantees are secured by Liens on the assets subject to
such Liens (except any European Collateral) to the extent, with the priority and subject to
intercreditor arrangements, in each case no less favorable to the Holders of the Notes than those
described under Article 10 hereof.



Section 4.10 Discharge and Suspension of Covenants.




          (a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies and (ii) no Default has occurred and is continuing under this Second
Supplemental Indenture (the occurrence of the events described in the foregoing clauses (i) and
(ii) being collectively referred to as a “Investment Grade Rating Event”), the Issuer and
the Subsidiaries shall not be subject to Section 4.07 hereof (the “Suspended Covenant”).




          (b) In the event that the Issuer and the Subsidiaries are not subject to the Suspended
Covenant under this Second Supplemental Indenture for any period of time as a result of the
foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating
Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes
below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an
agreement to effect a transaction that would result in a Change of Control and one or more of the
Rating Agencies indicate that if consummated, such transaction (alone or together with any related
recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its
Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade
Rating, then the Issuer and the Subsidiaries shall thereafter again be subject to the Suspended
Covenant under this Second Supplemental Indenture with respect to future events, including, without
limitation, a proposed transaction described in clause (2) above.







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          (c) In the event of any such reinstatement, no action taken or omitted to be taken by the
Issuer or any of its Subsidiaries prior to such reinstatement shall give rise to a Default or Event
of Default under this Second Supplemental Indenture with respect to Notes.



Section 4.11 Covenants Termination and Release of Collateral; Investment Grade
Covenants.




          (a) If on any date following the Issue Date, an Investment Grade Event has occurred





     (1) all Collateral securing the Notes shall be released in accordance with the terms
set forth in this Second Supplemental Indenture and the Security Documents;




     (2) the Issuer and the Subsidiaries shall not be subject to Sections 4.08 or 4.09; and




     (3) Sections 4.11(c), (d) and (e) shall apply to the Issuer and become effective upon
the occurrence of such an Investment Grade Rating Event.



          (b) In addition, if on any date following the Issue Date, substantially all of the Collateral
has been released or is no longer required to be pledged pursuant to terms of the Credit
Facilities:





     (1) the Issuer and the Subsidiaries shall not be subject to covenants described under
Sections 4.08 and 4.09; and




     (2) Sections 4.11(c), (d) and (e) shall apply to the Issuer and become effective upon
the occurrence of such an Investment Grade Rating Event.



          (c) Limitations on Mortgages.





     (1) Nothing in this Second Supplemental Indenture or in the Notes shall in any way
restrict or prevent the Issuer, the Parent Guarantor or any Subsidiary from incurring any
Indebtedness, provided, however, that neither the Issuer nor any of its
Subsidiaries will issue, assume or guarantee any indebtedness or obligation secured by
Mortgages upon any Principal Property, unless the Notes shall be secured equally and ratably
with (or prior to) such Indebtedness.




     (2) The provisions of Section 4.11(c)(1) shall not apply to:




     (3) Mortgages securing all or any part of the purchase price of property acquired or
cost of construction of property or cost of additions, substantial repairs, alterations or
improvements or property, if the Indebtedness and the related Mortgages are incurred within
18 months of the later of the acquisition or completion of construction and full operation
or additions, repairs, alterations or improvements;




     (4) Mortgages existing on property at the time of its acquisition by the Issuer or a
Subsidiary or on the property of a Person at the time of the acquisition of such Person by
the Issuer or a Subsidiary (including acquisitions through merger or consolidation);




     (5) Mortgages to secure Indebtedness on which the interest payments to holders of the
related indebtedness are excludable from gross income for federal income tax purposes under
Section 103 of the Code;




     (6) Mortgages in favor of the Issuer or any Subsidiary;



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     (7) Mortgages existing on the date of this Second Supplemental Indenture;




     (8) Mortgages in favor of a government or governmental entity that (i) secure
Indebtedness which is guaranteed by the government or governmental entity, (ii) secure
Indebtedness incurred to finance all or some of the purchase price or cost of construction
of goods, products or facilities produced under contract or subcontract for the government
or governmental entity, or (iii) secure Indebtedness incurred to finance all or some of the
purchase price or cost of construction of the property subject to the Mortgage;




     (9) Mortgages incurred in connection with the borrowing of funds where such funds are
used to repay within 120 days after entering into such Mortgage, Indebtedness in the same
principal amount secured by other Mortgages on Principal Property with at least the same
appraised fair market value; and




     (10) any extension, renewal or replacement of any Mortgage referred to in clauses (1)
through (7) above, provided the amount secured is not increased and such extension, renewal
or replacement Mortgage relates to the same property.




     (d) Limitations on Sale and Lease-Back.




     (1) Neither the Issuer nor any Subsidiary will enter into any Sale and Lease-Back
Transaction with respect to any Principal Property with another Person (other than with the
Issuer or a Subsidiary) unless either:




     (2) the Issuer or such Subsidiary could incur indebtedness secured by a mortgage on the
property to be leased without equally and ratably securing the Notes; or




     (3) within 120 days, the Issuer applies the greater of the net proceeds of the sale of
the leased property or the fair value of the leased property, net of all Notes delivered
under this Second Supplemental Indenture, to the voluntary retirement of Funded Debt and/or
the acquisition or construction of a Principal Property.




     (e) Exempted Transactions.




     (1) Notwithstanding the provisions of Sections 4.11(c) and 4.11(d), if the aggregate
outstanding principal amount of all Indebtedness of the Issuer and its Subsidiaries that is
subject to and not otherwise permitted under these restrictions does not exceed 15% of the
Consolidated Net Tangible Assets of the Issuer and its Subsidiaries, then:




     (2) the Issuer or any of its Subsidiaries may issue, assume or guarantee Indebtedness
secured by Mortgages; and




     (3) the Issuer or any of its Subsidiaries may enter into any Sale and Lease-Back
Transaction.



          (f) Effectiveness. For the avoidance of doubt, Sections 4.11(c), (d) and (e) shall
not be effective or applicable to the Issuer or its Subsidiaries unless and until the occurrence of
one of the events specified in Section 4.11(a) or Section 4.11(b).







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ARTICLE 5




SUCCESSORS


Section 5.01 Merger, Consolidation or Sale of All or Substantially All
Assets.




          (a) The Issuer shall not consolidate with or merge into or transfer or lease all or
substantially all of its assets to (whether or not the Issuer is the surviving corporation) any
Person unless:





     (1) either: (x) the Issuer is the surviving corporation; or (y) the Person formed by
or surviving any such consolidation or merger (if other than the Issuer) or to which such
transfer or lease will have been made is a corporation organized or existing under the laws
of the jurisdiction of organization of the Issuer or the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof (such Person, as the case
may be, being herein called the “Successor Entity”) expressly assumes, pursuant to
supplemental indentures or other documents or instruments in form reasonably satisfactory to
the Trustee, all obligations of the Issuer under the Notes and this Second Supplemental
Indenture as if such Successor Entity were a party to this Second Supplemental Indenture;




     (2) after giving effect to such transaction, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing;




     (3) if, as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Issuer would become subject to a mortgage, pledge, lien,
security interest or other encumbrance that would not be permitted by this Second
Supplemental Indenture, the Issuer or such Successor Entity or Person, as the case may be,
shall take such steps as shall be necessary effectively to secure all the Notes equally and
ratably with (or prior to) all indebtedness secured thereby;




     (4) each Subsidiary Guarantor, unless it is the other party to the transactions
described above, in which case Section 5.01(b)(1)(B) hereof shall apply, shall have by
supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s
obligations under this Second Supplemental Indenture and the Notes;




     (5) the Collateral owned by the Successor Entity will (a) continue to constitute
Collateral under this Second Supplemental Indenture and the Security Documents, (b) be
subject to a Lien in favor of the First Lien Collateral Agent for the benefit of the Trustee
and the Holders of the Notes and (c) not be subject to any other Lien, other than Permitted
Liens and other Liens permitted under Section 4.09;




     (6) to the extent any assets of the Person which is merged or consolidated with or into
the Successor Entity are assets of the type which would constitute Collateral under the
Security Documents, the Successor Entity will take such action as may be reasonably
necessary to cause such property and assets to be made subject to the Lien of the Security
Documents in the manner and to the extent required in this Second Supplemental Indenture or
any of the Security Documents and shall take all reasonably necessary action so that such
Lien is perfected to the extent required by the Security Documents; and




     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and



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such supplemental indenture, if any, comply with this Section 5.01 and that all
conditions precedent provided for in this Second Supplemental Indenture relating to such
transaction have been complied with.




          (b) Subject to certain limitations described in this Second Supplemental Indenture governing
release of a Subsidiary Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor,
no Guarantor will, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge
with or into or wind up into (whether or not the Issuer or such Guarantor is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially
all of its properties or assets, in one or more related transactions, to any Person unless:





     (1) (A) such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to which such
sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership, limited partnership, limited liability corporation or trust
organized or existing under the laws of the jurisdiction of organization of such Guarantor,
as the case may be, or the laws of the United States, any state thereof, the District of
Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Person”);




          (B) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under this Second Supplemental Indenture and such Guarantor’s
related Guarantee pursuant to supplemental indentures or other documents or instruments in
form reasonably satisfactory to the Trustee;




          (C) immediately after such transaction, no Default exists; and




          (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each
stating that such consolidation, merger or transfer and such supplemental indentures, if
any, comply with this Second Supplemental Indenture; or



          (2) the transaction is made in compliance with Section 4.08 hereof.




          (c) Subject to certain limitations described in this Second Supplemental Indenture, the
Successor Person will succeed to, and be substituted for, such Guarantor under this Second
Supplemental Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor
may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the
Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the
Guarantor in the United States, any state thereof, the District of Columbia or any territory
thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability
corporation or trust organized or existing under the laws of the jurisdiction of organization of
such Guarantor.



Section 5.02 Successor Corporation Substituted.




          Upon any consolidation or merger, or transfer or lease of all or substantially all of the
assets of the Issuer in accordance with Section 5.01 hereof, the Successor Entity shall succeed to,
and be substituted for (so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Second Supplemental Indenture referring to
the Issuer shall refer instead to the Successor Entity and not to the Issuer), and may exercise
every right and power of the Issuer under this Second Supplemental Indenture with the same effect
as if such successor Person had been named as the Issuer herein; provided that the
predecessor Issuer shall not be relieved from the obligation
to pay the principal of and interest on the Notes except in the case of a sale, assignment,
transfer,





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conveyance or other disposition of all of the Issuer’s assets that meets the requirements
of Section 5.01 hereof.




ARTICLE 6




DEFAULTS AND REMEDIES


Section 6.01 Events of Default.




          (a) An “Event of Default” wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):





     (1) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Notes;




     (2) default for a period of 30 days or more in the payment when due of interest on or
with respect to the Notes;




     (3) default in any deposit of any sinking fund payment in respect of the Notes when and
as due by the terms of the Notes;




     (4) default in the performance, or breach, of any covenant or warranty of the Issuer in
this Second Supplemental Indenture (other than a covenant or warranty in whose performance
or whose breach is elsewhere in this Section specifically dealt with), and continuance of
such default or breach for a period of 60 days after there has been given written notice by
the Holders of at least 10% in principal amount of the outstanding Notes specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder;




     (5) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (i) commences proceedings to be adjudicated bankrupt or insolvent;




     (ii) consents to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy Law;




     (iii) consents to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator or other similar official of it or for all or substantially all of its
property;




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




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




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



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     (i) is for relief against the Issuer, in a proceeding in which the Issuer is to
be adjudicated bankrupt or insolvent;




     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer, or for all or substantially all of the property of
the Issuer; or




     (iii) orders the liquidation of the Issuer;


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





     (7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in
full force and effect or be declared null and void or any responsible officer of any
Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any
further liability under its Guarantee or gives notice to such effect, other than by reason
of the termination of this Second Supplemental Indenture or the release of any such
Guarantee in accordance with this Second Supplemental Indenture; or




     (8) to the extent applicable, with respect to any Collateral having a fair market value
in excess of $200.0 million, individually or in the aggregate, (a) the security interest
under the Security Documents, at any time, ceases to be in full force and effect for any
reason other than in accordance with the terms of this Second Supplemental Indenture, the
Security Documents and the Intercreditor Agreements, (b) any security interest created
thereunder or under this Second Supplemental Indenture is declared invalid or unenforceable
by a court of competent jurisdiction or (c) the Issuer or any Subsidiary Guarantor asserts,
in any pleading in any court of competent jurisdiction, that any such security interest is
invalid or unenforceable.


Section 6.02 Acceleration.




          (a) If any Event of Default (other than an Event of Default specified in clause (5) or (6) of
Section 6.01(a) hereof) occurs and is continuing under this Second Supplemental Indenture, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding
Notes may declare the principal amount of all the then outstanding Notes to be due and payable
immediately. Upon the effectiveness of such declaration, such principal and interest shall be due
and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so
long as a committee of its Responsible Officers in good faith determines acceleration is not in the
best interest of the Holders of the Notes.




          (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (5)
or (6) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately
without further action or notice.




          (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Issuer and the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.







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Section 6.03 Other Remedies.




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




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



Section 6.04 Waiver of Past Defaults.




          Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default and its consequences hereunder, except a past Default in the payment (a) in principal of,
premium if any, or interest on, any Note, or in the payment of any sinking fund installment with
respect to the Notes, or (b) in respect of a covenant or provision hereof which pursuant to Article
9 hereof cannot be modified or amended, without the consent of Holders of each outstanding Note
affected); provided, subject to Section 6.02 hereof, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Second Supplemental Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right consequent thereon.



Section 6.05 Control by Majority.




          Subject to the terms of the Intercreditor Agreement, the Holders of a majority in principal
amount of the then total outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
this Second Supplemental Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder of a Note or that would involve the Trustee in personal liability.



Section 6.06 Limitation on Suits.




          Subject to the terms of the Intercreditor Agreement and subject to Section 6.07 hereof, no
Holder of a Note may pursue any remedy with respect to this Second Supplemental Indenture or the
Notes unless:





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




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




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



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




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



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



Section 6.07 Rights of Holders of Notes to Receive Payment.




          Notwithstanding any other provision of this Second Supplemental Indenture, the right of any
Holder of a Note to receive payment of principal and premium, if any, and interest on the Note, on
or after the respective due dates expressed in the Note (including in connection with a Change of
Control Offer), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder.



Section 6.08 Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



Section 6.09 Restoration of Rights and Remedies.




          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Second Supplemental Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceedings, the Issuer, the Trustee and the
Holders shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding has been instituted.



Section 6.10 Rights and Remedies Cumulative.




          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



Section 6.11 Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or






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by law to the Trustee or to the Holders may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee or by the Holders, as the case may be.



Section 6.12 Trustee May File Proofs of Claim.




          Subject to the terms of the Intercreditor Agreement, the Trustee is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Issuer (or any other obligor upon the Notes, including the
Guarantors), its creditors or its property and shall be entitled and empowered to participate as a
member in any official committee of creditors appointed in such matter and to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization
or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



Section 6.13 Priorities.




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





     (i) to the Trustee, Paying Agent, Registrar, Transfer Agent, their agents and attorneys
for amounts due under Section 7.07 hereof, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee, Paying Agent, Registrar or
Transfer Agent and the costs and expenses of collection;




     (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal and premium, if any, and
interest, respectively; and




     (iii) to the Issuer or to such party as a court of competent jurisdiction shall direct,
including a Guarantor, if applicable.



          The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.13.







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Section 6.14 Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Second Supplemental
Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, 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 6.14
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.




ARTICLE 7




TRUSTEE


Section 7.01 Duties of Trustee.




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




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





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




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



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





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




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




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



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




          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under
this Second Supplemental Indenture at the request or direction of any of the Holders of the Notes
unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it
against any loss, liability or expense.




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



Section 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall
incur no liability or additional liability of any kind by reason of such inquiry or investigation.




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




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




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




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




          (f) None of the provisions of this Second Supplemental Indenture shall require the Trustee to
expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory
to it against such risk or liability is not assured to it.




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







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          (h) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.




          (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.



Section 7.03 Individual Rights of Trustee.




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



Section 7.04 Trustee’s Disclaimer.




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



Section 7.05 Notice of Defaults.




          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the
case of a Default relating to the payment of principal, premium, if any, or interest on any Note,
the Trustee may withhold from the Holders notice of any continuing Default if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee.



Section 7.06 Reports by Trustee to Holders of the Notes.




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







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          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to
the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee
when the Notes are listed on any stock exchange.



Section 7.07 Compensation and Indemnity.




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




          The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and
hold the Trustee harmless against, any and all loss, damage, claims, liability or expense
(including attorneys’ fees) incurred by it in connection with the acceptance or administration of
this trust and the performance of its duties hereunder (including the costs and expenses of
enforcing this Second Supplemental Indenture against the Issuer or any Guarantor (including this
Section 7.07) or defending itself against any claim whether asserted by any Holder or the Issuer or
any Guarantor, or liability in connection with the acceptance, exercise or performance of any of
its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the
Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have
separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need
not reimburse any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad faith.




          The obligations of the Issuer and the Guarantors under this Section 7.07 shall survive the
satisfaction and discharge of this Second Supplemental Indenture or the earlier resignation or
removal of the Trustee.




          To secure the payment obligations of the Issuer and the Guarantees in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
shall survive the satisfaction and discharge of this Second Supplemental Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(5) or (6) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the
extent applicable. As used in this Section 7.07, the term “Trustee” shall also include each of the
Paying Agent, Registrar, and Transfer Agent, as applicable.



Section 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08. The Trustee may resign in writing at any time and the Registrar, Paying Agent and Transfer
Agent






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may resign with 90 days prior written notice and be discharged from the trust hereby created
by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing and may remove
the Registrar, Paying Agent or Transfer Agent by so notifying such Registrar, Paying Agent or
Transfer Agent, as applicable, with 90 days prior written notice. The Issuer may remove the
Trustee if:



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





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


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



     (d) the Trustee becomes incapable of acting.




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




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




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




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. 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 Second Supplemental Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee.




          As used in this Section 7.08, the term “Trustee” shall also include each of the Paying Agent,
Registrar and Transfer Agent, as applicable.



Section 7.09 Successor Trustee by Merger, etc.




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



Section 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation or national banking
association organized and doing business under the laws of the United States of America or of any
state






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thereof that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition.




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



Section 7.11 Preferential Collection of Claims Against Issuer.




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




ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




          The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8.



Section 8.02 Legal Defeasance and Discharge.




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





     (a) the rights of Holders of Notes to receive payments in respect of the principal of,
premium, if any, and interest on the Notes when such payments are due solely out of the
trust created pursuant to this Second Supplemental Indenture referred to in Section 8.04
hereof;




     (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;




     (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
obligations in connection therewith; and




     (d) this Section 8.02.



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          Subject to compliance with this Article 8, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



Section 8.03 Covenant Defeasance.




          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04,
4.06, 4.07, 4.08, 4.09, and 4.11 hereof and Section 5.01(a), Sections 5.01(b) and 5.01(c) hereof
with respect to the outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Second Supplemental
Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(5),
6.01(a)(6) and 6.01(a)(7) hereof shall not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.




          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:




          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:





     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium, if any, and
interest due on the Notes on the stated Maturity Date or on the Redemption Date, as the case
may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must
specify whether such Notes are being defeased to maturity or to a particular Redemption
Date;




     (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to
customary assumptions and exclusions,




     (a) the Issuer has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or




     (b) since the issuance of the Notes, there has been a change in the applicable
U.S. federal income tax law,



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in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, subject to customary assumptions and exclusions, the Holders of the Notes will not
recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a
result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;




     (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to
customary assumptions and exclusions, the Holders of the Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Covenant Defeasance had not occurred;




     (4) no Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in
each case, the granting of Liens in connection therewith) shall have occurred and be
continuing on the date of such deposit;




     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under the Senior Credit Facilities or any other
material agreement or instrument (other than this Second Supplemental Indenture) to which
the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound
(other than that resulting from borrowing funds to be applied to make the deposit required
to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous
deposit relating to other Indebtedness and, in each case, the granting of Liens in
connection therewith);




     (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that, as of the date of such opinion and subject to customary assumptions and exclusions
following the deposit, the trust funds will not be subject to the effect of Section 547 of
Title 11 of the United States Code;




     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by the Issuer with the intent of defeating, hindering,
delaying or defrauding any creditors of the Issuer or any Guarantor or others; and




     (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.




          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Second Supplemental Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all






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sums due and to become due thereon in respect of principal, premium and interest, but such
money need not be segregated from other funds except to the extent required by law.




          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the outstanding Notes.




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuer from time to time upon the written request of the Issuer any money or Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



Section 8.06 Repayment to Issuer.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust
for the payment of the principal of, premium or interest on any Note and remaining unclaimed for
two years after such principal, premium or interest has become due and payable shall be paid to the
Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, shall thereupon cease.



Section 8.07 Reinstatement.




          If the Trustee or Paying Agent is unable to apply any United States dollars or Government
Securities in accordance with Section 8.04 or 8.05 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s obligations under this Second Supplemental
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.04 or 8.05 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.04 or 8.05 hereof, as the case may be; provided
that, if the Issuer makes any payment of principal of, premium or interest on any Note following
the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or Paying Agent.




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01 Without Consent of Holders of Notes.




          Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or
this Second Supplemental Indenture to which it is a party) and the Trustee may amend or supplement
this Second Supplemental Indenture, any Security Document, any Guarantee or Notes without the
consent of any Holder:







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     (1) to evidence the succession of another corporation to the Issuer and the assumption
by such successor of the covenants of the Issuer in compliance with the requirements set
forth in this Second Supplemental Indenture; or




     (2) to add to the covenants for the benefit of the Holders or to surrender any right or
power herein conferred upon the Issuer; or




     (3) to add any additional Events of Default; or




     (4) to change or eliminate any of the provisions of this Second Supplemental Indenture,
provided that any such change or elimination shall become effective only when there
are no outstanding Notes of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision and as to which such
supplemental indenture would apply; or




     (5) to add a Guarantor to the Notes; or




     (6) to supplement any of the provisions of this Second Supplemental Indenture to such
extent necessary to permit or facilitate the defeasance and discharge of the Notes,
provided that any such action does not adversely affect the interests of the Holders
of the Notes in any material respect; or




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee and to add to or change any of the provisions of this Second Supplemental Indenture
necessary to provide for or facilitate the administration of the trusts by more than one
Trustee; or




     (8) to cure any ambiguity to correct or supplement any provision of this Second
Supplemental Indenture which may be defective or inconsistent with any other provision; or




     (9) to change any place or places where the principal of and premium, if any, and
interest, if any, on the Notes shall be payable, the Notes may be surrendered for
registration or transfer, the Notes may be surrendered for exchange, and notices and demands
to or upon the Issuer may be served; or




     (10) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Second Supplemental Indenture under the Trust Indenture Act; or




     (11) to conform the text of this Second Supplemental Indenture, the Guarantees or the
Notes to any provision of the “Description of the secured notes” section of the Prospectus
to the extent that such provision in such “Description of the secured notes” section was
intended to be a verbatim recitation of a provision of this Second Supplemental Indenture,
the Guarantees or the Notes; or




     (12) to make any amendment to the provisions of this Second Supplemental Indenture
relating to the transfer and legending of Notes as permitted by this Second Supplemental
Indenture, including, without limitation to facilitate the issuance and administration of
the Notes; provided, however, that (i) compliance with this Second
Supplemental Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment
does not materially and adversely affect the rights of Holders to transfer Notes; or



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     (13) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee
or the First Lien Collateral Agent for the benefit of the Holders of the Notes, as
additional security for the payment and performance of all or any portion of the
Obligations, in any property or assets, including any which are required to be mortgaged,
pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit
of the Trustee or the Collateral Agent pursuant to this Second Supplemental Indenture, any
of the Security Documents or otherwise; or




     (14) to release Collateral from the Lien of this Second Supplemental Indenture and the
Security Documents when permitted or required by the Security Documents or this Second
Supplemental Indenture; or




     (15) to add Additional First Lien Secured Parties or additional ABL Secured Parties, to
any Security Documents in accordance with such Security Documents.



          Upon the request of the Issuer accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Second Supplemental Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or
immunities under this Second Supplemental Indenture or otherwise. Notwithstanding the foregoing,
no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this
Second Supplemental Indenture upon execution and delivery by such Guarantor and the Trustee of a
supplemental indenture to this Second Supplemental Indenture, the form of which is attached as
Exhibit B hereto, and delivery of an Officer’s Certificate.



Section 9.02 With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or
supplement this Second Supplemental Indenture, any Guarantee or any Security Document and the Notes
with the consent of the Holders of at least a majority in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of, premium or interest
on the Notes, except a payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Second Supplemental Indenture, the Guarantees, the Security
Documents or the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are
considered to be “outstanding” for the purposes of this Section 9.02.




          Upon the request of the Issuer accompanied by a resolution of its board of directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Issuer in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Second Supplemental Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.







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          It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof. The consent of the First Lien Collateral Agent shall not
be necessary for any amendment, supplement or waiver to this Second Supplemental Indenture, except
for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver.




          Without the consent of each affected Holder of Notes, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):





     (1) change the stated maturity of the principal of, or installment of interest, if any,
on, the Notes, or reduce the principal amount thereof or the interest thereon or any premium
payable upon redemption thereof;




     (2) change the currency in which the principal of (and premium, if any) or interest on
such Notes are denominated or payable;




     (3) adversely affect the right of repayment or repurchase, if any, at the option of the
Holder after such obligation arises, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund or impair the right to institute suit for the
enforcement of any payment on or after the stated maturity thereof (or, in the case of
redemption, on or after the Redemption Date);




     (4) reduce the percentage of Holders whose consent is required for modification or
amendment of this Second Supplemental Indenture or for waiver of compliance with certain
provisions of this Second Supplemental Indenture or certain defaults;




     (5) modify the provisions that require Holder consent to modify or amend this Second
Supplemental Indenture or that permit Holders to waive compliance with certain provisions of
this Second Supplemental Indenture or certain defaults;




     (6) make any change to or modify the ranking of the Notes or the subordination of the
Liens with respect to the Notes that would adversely affect the Holders; or




     (7) except as expressly permitted by this Second Supplemental Indenture, modify the
Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.


In addition, without the consent of at least 75% in aggregate principal amount of Notes then
outstanding, an amendment, supplement or waiver may not:





     (1) modify any Security Document or the provisions of this Second Supplemental
Indenture dealing with the Security Documents or application of trust moneys, or otherwise
release any Collateral, in any manner materially adverse to the Holders other than in
accordance with this Second Supplemental Indenture, the Security Documents and the
Intercreditor Agreements; or



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     (2) modify any Intercreditor Agreement in any manner materially adverse to the Holders
other than in accordance with this Second Supplemental Indenture, the Security Documents and
the Intercreditor Agreements.


Section 9.03 Compliance with Trust Indenture Act.




          Every amendment or supplement to this Second Supplemental Indenture or the Notes shall be set
forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in
effect.



Section 9.04 Revocation and Effect of Consents.




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




          The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at
such record date (or their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether
or not such Persons continue to be Holders after such record date. No such consent shall be valid
or effective for more than 120 days after such record date unless the consent of the requisite
number of Holders has been obtained.



Section 9.05 Notation on or Exchange of Notes.




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




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



Section 9.06 Trustee to Sign Amendments, etc.




          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the
board of directors approves it. In executing any amendment, supplement or waiver, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Second Supplemental Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors
party thereto, enforceable against them in accordance with its






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terms, subject to customary exceptions, and complies with the provisions hereof (including
Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the
Trustee to execute any amendment or supplement adding a new Guarantor under this Second
Supplemental Indenture.



Section 9.07 Payment for Consent.




          Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause
to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as
an inducement to any consent, waiver or amendment of any of the terms or provisions of this Second
Supplemental Indenture or the Notes unless such consideration is offered to all Holders and is paid
to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.




ARTICLE 10




RANKING OF NOTE LIENS


Section 10.01 Relative Rights.




          The Intercreditor Agreements define the relative rights, as lienholders, of holders of ABL
Obligations, Junior Lien Obligations and First Lien Obligations. Nothing in this Second
Supplemental Indenture or the Intercreditor Agreements will:





     (a) impair, as between the Issuer and Holders of Notes, the obligation of the Issuer,
which is absolute and unconditional, to pay principal of, premium and interest on such Notes
in accordance with their terms or to perform any other obligation of the Issuer or any
Guarantor under this Second Supplemental Indenture, the Notes, the Guarantees and the
Security Documents;




     (b) restrict the right of any Holder to sue for payments that are then due and owing,
in a manner not inconsistent with the provisions of the Intercreditor Agreements;




     (c) prevent the Trustee or any Holder from exercising against the Issuer or any
Guarantor any of its other available remedies upon a Default or Event of Default (other than
its rights as a secured party, which are subject to the Intercreditor Agreements); or




     (d) restrict the right of the Trustee or any Holder:




     (i) to file and prosecute a petition seeking an order for relief in an
involuntary bankruptcy case as to the Issuer or any Guarantor or otherwise to
commence, or seek relief commencing, any Insolvency or Liquidation Proceeding
involuntarily against the Issuer or any Guarantor;




     (ii) to make, support or oppose any request for an order for dismissal,
abstention or conversion in any Insolvency or Liquidation Proceeding;




     (iii) to make, support or oppose, in any Insolvency or Liquidation Proceeding,
any request for an order extending or terminating any period during which the debtor
(or any other Person) has the exclusive right to propose a plan of reorganization or
other dispositive restructuring or liquidation plan therein;



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     (iv) to seek the creation of, or appointment to, any official committee
representing creditors (or certain of the creditors) in any Insolvency or
Liquidation Proceeding and, if appointed, to serve and act as a member of such
committee without being in any respect restricted or bound by, or liable for, any of
the obligations under this Article 10;




     (v) to seek or object to the appointment of any professional person to serve in
any capacity in any Insolvency or Liquidation Proceeding or to support or object to
any request for compensation made by any professional person or others therein;




     (vi) to make, support or oppose any request for order appointing a trustee or
examiner in any Insolvency or Liquidation Proceeding; or




     (vii) otherwise to make, support or oppose any request for relief in any
Insolvency or Liquidation Proceeding that it is permitted by law to make, support or
oppose:




     (x) as if it were a holder of unsecured claims; or




     (y) as to any matter relating to any plan of reorganization or other
restructuring or liquidation plan or as to any matter relating to the
administration of the estate or the disposition of the case or proceeding
(in each case set forth in this clause (vii) except as set forth in the
Intercreditor Agreements).



ARTICLE 11




COLLATERAL


Section 11.01 Security Documents.




          The payment of the principal of and interest and premium, if any, on the Notes when due,
whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or
otherwise and whether by the Issuer pursuant to the Notes or by any Subsidiary Guarantor pursuant
to its Subsidiary Guarantee, the payment of all other Obligations and the performance of all other
obligations of the Issuer and the Subsidiary Guarantors under this Second Supplemental Indenture,
the Notes, the Subsidiary Guarantees and the Security Documents are secured as provided in the
Security Documents and will be secured by Security Documents hereafter delivered as required or
permitted by this Second Supplemental Indenture. The Issuer shall, and shall cause each Subsidiary
Guarantor to, and each Subsidiary Guarantor shall, do all filings (including filings of
continuation statements and amendments to Uniform Commercial Code financing statements that may be
necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and
all other actions as are necessary or required by the Security Documents to maintain (at the sole
cost and expense of the Issuer and the Subsidiary Guarantors) the security interest created by the
Security Documents in the Collateral as a perfected security interest, subject only to Liens
permitted by this Second Supplemental Indenture.



Section 11.02 First Lien Collateral Agent.




          (a) The First Lien Collateral Agent shall have all the rights and protections provided in the
Security Documents.




          (b) Subject to Section 7.01 hereof, neither the Trustee nor Paying Agent, Registrar and
Transfer Agent nor any of their respective officers, directors, employees, attorneys or agents will
be







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responsible or liable for the existence, genuineness, value or protection of any Collateral, for
the legality,
enforceability, effectiveness or sufficiency of the Security Documents, for the creation,
perfection, priority, sufficiency or protection of any First Priority Lien, or any defect or
deficiency as to any such matters.




          (c) Subject to the Security Documents, the Trustee shall direct the First Lien Collateral
Agent from time to time. Subject to the Security Documents, except as directed by the Trustee as
required or permitted by this Second Supplemental Indenture and any other representatives, the
Holders acknowledge that the First Lien Collateral Agent will not be obligated:





     (i) to act upon directions purported to be delivered to it by any other Person;




     (ii) to foreclose upon or otherwise enforce any First Priority Lien; or




     (iii) to take any other action whatsoever with regard to any or all of the First
Priority Liens, Security Documents or Collateral.



          (d) If the Issuer (i) incurs ABL Obligations at any time when no Intercreditor Agreement is in
effect or at any time when Indebtedness constituting ABL Obligations entitled to the benefit of the
Intercreditor Agreements is concurrently retired, and (ii) directs the Trustee to deliver to the
First Lien Collateral Agent an Officer’s Certificate so stating and requesting the First Lien
Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the
Intercreditor Agreements in effect on the Issue Date) in favor of a designated agent or
representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the
First Lien Collateral Agent is hereby authorized and directed to enter into such intercreditor
agreement, bind the Holders on the terms set forth therein and perform and observe its obligations
thereunder.



Section 11.03 Authorization of Actions to Be Taken.




          (a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each
Security Document, as originally in effect and as amended, supplemented or replaced from time to
time in accordance with its terms or the terms of this Second Supplemental Indenture, authorizes
and directs the Trustee to enter into the Security Documents to which it is a party, authorizes and
directs the Trustee to execute and deliver the Additional First Lien Secured Party Consent,
authorizes and empowers the Trustee, through such Additional First Lien Secured Party Consent, to
appoint the First Lien Collateral Agent on the terms thereof and authorizes and empowers the
Trustee and (through the Additional First Lien Secured Party Consent) the First Lien Collateral
Agent to bind the Holders of Notes and other holders of First Lien Obligations as set forth in the
Security Documents to which they are a party and the Intercreditor Agreements, including, without
limitation, the First Lien Intercreditor Agreement, and to perform its obligations and exercise its
rights and powers thereunder.




          (b) The Trustee is authorized and empowered to receive for the benefit of the Holders of Notes
any funds collected or distributed to the Trustee under the Security Documents to which the Trustee
is a party and, subject to the terms of the Security Documents, to make further distributions of
such funds to the Holders of Notes according to the provisions of this Second Supplemental
Indenture.




          (c) Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, the
Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of
the Holders, the First Lien Collateral Agent to take all actions it deems necessary or appropriate
in order to:




          (i) foreclose upon or otherwise enforce any or all of the First Priority Liens;







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     (ii) enforce any of the terms of the Security Documents to which the First Lien
Collateral Agent or Trustee is a party; or




     (iii) collect and receive payment of any and all Obligations.



          Subject to the Intercreditor Agreements and at the Issuer’s sole cost and expense, the Trustee
is authorized and empowered to institute and maintain, or direct the First Lien Collateral Agent to
institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect
or enforce the First Priority Liens or the Security Documents to which the First Lien Collateral
Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be
unlawful or in violation of the Security Documents or this Second Supplemental Indenture, and such
suits and proceedings as the Trustee may deem reasonably expedient, at the Issuer’s sole cost and
expense, to preserve or protect its interests and the interests of the Holders of Notes in the
Collateral, including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such
enactment, rule or order would impair the security interest hereunder or be prejudicial to the
interests of Holders or the Trustee.



Section 11.04 Release of Collateral.




          (a) Collateral may be released from the Lien and security interest created by the Security
Documents at any time or from time to time in accordance with the provisions of the Security
Documents or the Intercreditor Agreements. In addition, upon the request of the Issuer pursuant to
an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent hereunder
have been met, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets
included in the Collateral from the Liens securing the Notes, and the First Lien Collateral Agent
and the Trustee (if the Trustee is not then the First Lien Collateral Agent) shall release the same
from such Liens at the Issuer’s sole cost and expense, under any one or more of the following
circumstances:





     (1) to enable the Issuer to consummate the sale, transfer or other disposition of such
property or assets to the extent not prohibited under Section 4.08 hereof;




     (2) the release of Excess Proceeds or Collateral Excess Proceeds that remain unexpended
after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in
accordance with this Second Supplemental Indenture;




     (3) in the case of a Subsidiary Guarantor that is released from its Guarantee with
respect to the Notes pursuant to the terms of this Second Supplemental Indenture, the
release of the property and assets of such Subsidiary Guarantor;




     (4) with the consent of the holders of at least 75% of the aggregate principal amount
of the Notes then outstanding and affected thereby and a majority of all Junior Lien
Obligations (including the Existing Second Priority Notes) then outstanding and affected
thereby (including, without limitation, consents obtained in connection with a tender offer
or exchange offer for, or purchase of, Junior Lien Obligations);




     (5) to the extent that such Collateral is released or no longer required to be pledged
pursuant to the terms of the Credit Facilities; or




     (6) as described in Article 9 hereof.



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          (b) For the avoidance of doubt, (1) the Lien on the Collateral created by the Security
Documents securing the Notes Obligations shall automatically be released and discharged under the
circumstances set forth in, and subject to, Section 2.04 of the First Lien Intercreditor Agreement
and (2) the Lien on the Shared Receivables Collateral created by the Security Documents securing
the Notes Obligations shall automatically be released and discharged under the circumstances set
forth in, and subject to, Section 2.4(b) of the Additional Receivables Intercreditor Agreement.
Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an
Officer of the Company, except in cases where Section 314(d) requires that such certificate or
opinion be made by an independent engineer, appraiser or other expert.




          (c) To the extent necessary and for so long as required for such Subsidiary not to be subject
to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file
separate financial statements with the SEC (or any other governmental agency), the Capital Stock of
any Subsidiary of the Issuer (excluding Healthtrust, Inc. — The Hospital Company, a Delaware
corporation and its successors and assigns) shall not be included in the Collateral with respect to
the Notes and shall not be subject to the Liens securing the Notes and the Notes Obligations.




          (d) The Liens on the Collateral securing the Notes and the Subsidiary Guarantees also will be
released automatically upon (i) payment in full of the principal of, together with accrued and
unpaid interest on, and premium, if any, on, the Notes and all other Obligations under this Second
Supplemental Indenture, the Subsidiary Guarantees and the Security Documents that are due and
payable at or prior to the time such principal, together with accrued and unpaid interest, are paid
or (ii) a legal defeasance or covenant defeasance under Article 8 hereof or a discharge under
Article 13 hereof.




          (e) Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries shall not
be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they
determine, in good faith based on advice of counsel, that under the terms of that section and/or
any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no
action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture
Act is inapplicable to the release of Collateral.



Section 11.05 Filing, Recording and Opinions.




          (a) The Issuer will comply with the provisions of Trust Indenture Act Sections 314(b) and
314(d), in each case following qualification of this Second Supplemental Indenture pursuant to the
Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or
interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to
the Issuer or any other Person). Following such qualification, to the extent the Issuer is
required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section
314(b)(2), the Issuer will furnish such opinion not more than 60 but not less than 30 days prior to
each September 30.




          (b) Any release of Collateral permitted by Section 11.04 hereof will be deemed not to impair
the Liens under this Second Supplemental Indenture and the Security Documents in contravention
thereof and any person that is required to deliver an Officer’s Certificate or Opinion of Counsel
pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing
as a basis for delivery of such certificate or opinion. The Trustee shall, to the extent permitted
by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such Officer’s Certificate or Opinion of
Counsel.




          (c) If any Collateral is released in accordance with this Second Supplemental Indenture or any
Security Document, the Trustee will determine whether it has received all documentation






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required by Trust Indenture Act Section 314(d) in connection with such release and, based on
such determination and the Opinion of Counsel delivered pursuant to Section 11.04(a), will, upon
request, deliver a certificate to the First Lien Collateral Agent and the Issuer setting forth such
determination.




          (d) [Reserved].



Section 11.06 Powers Exercisable by Receiver or Trustee.




          In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 11 upon the Issuer or a Subsidiary Guarantor with
respect to the release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the
equivalent of any similar instrument of the Issuer or a Subsidiary Guarantor or of any officer or
officers thereof required by the provisions of this Article 11; and if the Trustee or the First
Lien Collateral Agent shall be in the possession of the Collateral under any provision of this
Second Supplemental Indenture, then such powers may be exercised by the Trustee or the First Lien
Collateral Agent, as the case may be.



Section 11.07 Release upon Termination of the Issuer’s Obligations.




          In the event (i) that the Issuer delivers to the Trustee, in form and substance acceptable to
it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this
Second Supplemental Indenture, the Notes and the Security Documents have been satisfied and
discharged by the payment in full of the Issuer’s obligations under the Notes, this Second
Supplemental Indenture and the Security Documents, and all such Obligations have been so satisfied,
or (ii) a discharge, legal defeasance or covenant defeasance of this Second Supplemental Indenture
occurs under Article 8 or 13, the Trustee shall deliver to the Issuer and the First Lien Collateral
Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and
all rights it has in or to the Collateral, and any rights it has under the Security Documents, and
upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent
shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee, and the Trustee
shall (and direct the First Lien Collateral Agent to) do or cause to be done, at the Issuer’s sole
cost and expense, all acts reasonably necessary to release such Lien as soon as is reasonably
practicable.



Section 11.08 Designations.




          Except as provided in the next sentence, for purposes of the provisions hereof and the
Intercreditor Agreements requiring the Issuer to designate Indebtedness for the purposes of the
terms ABL Obligations, First Lien Obligations and other Junior Lien Obligations or any other such
designations hereunder or under the Intercreditor Agreements, any such designation shall be
sufficient if the relevant designation provides in writing that such ABL Obligations, First Lien
Obligations or other Junior Lien Obligations are permitted under this Second Supplemental Indenture
and is signed on behalf of the Issuer by an Officer and delivered to the Trustee, the Junior Lien
Collateral Agent, the First Lien Collateral Agent and the ABL Collateral Agent. For all purposes
hereof and the Intercreditor Agreements, the Issuer hereby designates the Obligations pursuant to
the ABL Facility as in effect on the Issue Date as ABL Obligations.







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ARTICLE 12




GUARANTEES


Section 12.01 Subsidiary Guarantee.




          Subject to this Article 12, each of the Subsidiary Guarantors hereby, jointly and severally,
fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Second Supplemental Indenture, the Notes or the obligations of the Issuer
hereunder or thereunder, that: (a) the principal of, interest, premium on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the
Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each
Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.




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




          Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under
this Section 12.01.




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




          Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Subsidiary Guarantors for the purpose of this Subsidiary






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




          Each Subsidiary Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation, reorganization, should the
Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or
Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all
as though such payment or performance had not been made. In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.




          In case any provision of any Subsidiary Guarantee 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.




          The Subsidiary Guarantee issued by any Subsidiary Guarantor shall be a senior obligation of
such Subsidiary Guarantor and will be secured by a first-priority lien on the Non-Receivables
Collateral and by a second-priority lien on the Shared Receivables Collateral. The Subsidiary
Guarantees shall rank equally in right of payment with all existing and future Senior Indebtedness
of the Subsidiary Guarantor but, to the extent of the value of the Collateral, will be effectively
senior to all of the Subsidiary Guarantor’s unsecured Senior Indebtedness and Junior Lien
Obligations and, to the extent of the Shared Receivables Collateral, will be effectively
subordinated to the Subsidiary Guarantor’s Obligations under the ABL Facility and any future ABL
Obligations. The Subsidiary Guarantees will be senior in right of payment to all existing and
future Subordinated Indebtedness of each Subsidiary Guarantor. The Notes will be structurally
subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not
Guarantee the Notes.




          Each payment to be made by a Subsidiary Guarantor in respect of its Subsidiary Guarantee shall
be made without set-off, counterclaim, reduction or diminution of any kind or nature.




          As used in this Section 12.01, the term “Trustee” shall also include each of the Paying Agent,
Registrar and Transfer Agent, as applicable.



Section 12.02 Limitation on Subsidiary Guarantor Liability.




          Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
it is the intention of all such parties that the Guarantee of such Subsidiary Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
each Subsidiary Guarantor shall be limited to the maximum amount as will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor
that are relevant under such laws and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in
respect of the obligations of such other Subsidiary Guarantor under this Article 12, result in the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not






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constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each
Subsidiary Guarantor that makes a payment under its Guarantee shall be entitled upon payment in
full of all guaranteed obligations under this Second Supplemental Indenture to a contribution from
each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the
time of such payment determined in accordance with GAAP.



Section 12.03 Execution and Delivery.




          To evidence its Subsidiary Guarantee set forth in Section 12.01 hereof, each Subsidiary
Guarantor hereby agrees that this Second Supplemental Indenture shall be executed on behalf of such
Subsidiary Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents.




          Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section
12.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Subsidiary Guarantee on the Notes.




          If an Officer whose signature is on this Second Supplemental Indenture no longer holds that
office at the time the Trustee authenticates the Note, the Subsidiary Guarantee shall be valid
nevertheless.




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



Section 12.04 Subrogation.




          Each Subsidiary Guarantor shall be subrogated to all rights of Holders of Notes against the
Issuer in respect of any amounts paid by any Subsidiary Guarantor pursuant to the provisions of
Section 12.01 hereof; provided that, if an Event of Default has occurred and is continuing,
no Subsidiary Guarantor shall be entitled to enforce or receive any payments arising out of, or
based upon, such right of subrogation until all amounts then due and payable by the Issuer under
this Second Supplemental Indenture or the Notes shall have been paid in full.



Section 12.05 Benefits Acknowledged.




          Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Second Supplemental Indenture and that the
guarantee and waivers made by it pursuant to its Subsidiary Guarantee are knowingly made in
contemplation of such benefits.



Section 12.06 Release of Guarantees.




          A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and
discharged, and no further action by such Subsidiary Guarantor, the Issuer or the Trustee is
required for the release of such Subsidiary Guarantor’s Guarantee, upon:





     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock
of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the
applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or all or substantially
all the assets



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of such Subsidiary Guarantor, which sale, exchange or transfer is made in compliance
with the applicable provisions of this Second Supplemental Indenture;




     (B) the release or discharge of the guarantee by such Subsidiary Guarantor of the
Senior Credit Facilities or such other guarantee that resulted in the creation of such
Guarantee, except a discharge or release by or as a result of payment under such guarantee;




     (C) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an
Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”
hereunder;




     (D) the occurrence of an Investment Grade Rating Event; or




     (E) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations
under this Second Supplemental Indenture, in accordance with the terms of this Second
Supplemental Indenture; and




     (2) such Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for in this Second
Supplemental Indenture relating to such transaction have been complied with.


Section 12.07 Parent Guarantee.




          (a) The Parent Guarantor hereby unconditionally guarantees the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all of the monetary obligations of the
Issuer under this Second Supplemental Indenture and the Notes, whether for principal or interest on
the Notes, expenses, indemnification or otherwise (all such obligations of the Parent Guarantor
being herein referred to as the “Parent Guaranteed Obligations”).




          (b) It is the intention of the Parent Guarantor that the Parent Guarantee not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the Parent Guarantee. To effectuate the foregoing intention, the amount guaranteed
by the Parent Guarantor under the Parent Guarantee shall be limited to the maximum amount as will,
after giving effect to such maximum amount and all other contingent and fixed liabilities of the
Parent Guarantor that are relevant under such laws, result in the obligations of the Parent
Guarantor under the Parent Guarantee not constituting a fraudulent transfer or conveyance.




          (c) The Parent Guarantor guarantees that the Parent Guaranteed Obligations will be paid
strictly in accordance with the terms of this Second Supplemental Indenture, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of Holders of the Notes with respect thereto. The liability of the Parent Guarantor
under the Parent Guarantee shall be absolute and unconditional irrespective of:





     (i) any lack of validity, enforceability or genuineness of any provision of this Second
Supplemental Indenture, the Notes or any other agreement or instrument relating thereto;




     (ii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Parent Guaranteed Obligations, or any other amendment or waiver of or any
consent to departure from this Second Supplemental Indenture;



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     (iii) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any other guarantee, for all or any of
the Parent Guaranteed Obligations; or




     (iv) any other circumstance that might otherwise constitute a defense available to, or
a discharge of, the Issuer or a guarantor.



          (d) The Parent Guarantor covenants and agrees that its obligation to make payments of the
Parent Guaranteed Obligations hereunder constitutes an unsecured obligation of the Parent Guarantor
ranking pari passu with all existing and future senior unsecured indebtedness of the Parent
Guarantor that is not subordinated in right of payment to the Parent Guarantee.




          (e) The Parent Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to the Parent Guarantee and any requirement that the Trustee, or the
Holders of any Notes protect, secure, perfect or insure any security interest or lien or any
property subject thereto or exhaust any right or take any action against the Issuer or any other
Person or any collateral.




          (f) The Parent Guarantor hereby irrevocably waives any claims or other rights that it may now
or hereafter acquire against the Issuer that arise from the existence, payment, performance or
enforcement of the Parent Guarantor’s obligations under the Parent Guarantee or this Second
Supplemental Indenture, including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any claim or remedy of
the Trustee, or the Holders of any Notes against the Issuer or any collateral, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or security on account of such
claim, remedy or right. If any amount shall be paid to the Parent Guarantor in violation of the
preceding sentence at any time prior to the cash payment in full of the Parent Guaranteed
Obligations and all other amounts payable under the Parent Guarantee, such amount shall be held in
trust for the benefit of the Trustee and the Holders of any Notes and shall forthwith be paid to
the Trustee, to be credited and applied to the Parent Guaranteed Obligations and all other amounts
payable under the Parent Guarantee, whether matured or unmatured, in accordance with the terms of
this Second Supplemental Indenture and the Parent Guarantee, or be held as collateral for any
Parent Guarantor Obligations or other amounts payable under the Parent Guarantee thereafter
arising. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Second Supplemental Indenture and the Parent
Guarantee and that the waiver set forth in this Section 10.01 is knowingly made in contemplation of
such benefits.




          (g) No failure on the part of the Trustee or any Holder of the Notes to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.




          (h) The Parent Guarantee is a continuing guarantee and shall (a) subject to paragraph
12.07(i), remain in full force and effect until payment in full of the principal amount of all
outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or
other acquisition) and all other applicable Parent Guaranteed Obligations of the Parent Guarantor
then due and owing, (b) be binding upon the Parent Guarantor, its successors and assigns, and (c)
inure to the benefit of and be enforceable by the Trustee, any Holder of Notes, and by their
respective successors, transferees, and assigns.







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          (i) The Parent Guarantor will automatically and unconditionally be released from all Parent
Guarantee Obligations, and the Parent Guarantee shall thereupon terminate and be discharged and of
no further force of effect, (i) upon any merger or consolidation of such Parent Guarantor with the
Issuer, (ii) upon exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations under this
Second Supplemental Indenture, in accordance with the terms of this Second Supplemental Indenture,
or (iii) upon payment in full of the aggregate principal amount of all Notes then outstanding and
all other applicable Parent Guaranteed Obligations of the Parent Guarantor then due and owing.




     Upon any such occurrence specified in this paragraph 12.07(i), the Trustee shall execute upon
request by the Issuer, any documents reasonably required in order to evidence such release,
discharge and termination in respect of the Parent Guarantee. Neither the Issuer nor the Parent
Guarantor shall be required to make a notation on the Notes to reflect the Parent Guarantee or any
such release, termination or discharge.



          (j) The Parent Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation, reorganization, should the
Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Parent
Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though
such payment or performance had not been made. In the event that any payment or any part thereof,
is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by
law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.




          (k) The Parent Guarantor may amend the Parent Guarantee at any time for any purpose without
the consent of the Trustee or any Holder of the Notes; provided, however, that if
such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Notes, the
prior written consent of the Trustee (in the case of (b), acting at the written direction of the
Holders of more than 50% in aggregate principal amount of Notes) shall be required.




ARTICLE 13




SATISFACTION AND DISCHARGE


Section 13.01 Satisfaction and Discharge.




          This Second Supplemental Indenture shall be discharged and shall cease to be of further effect
as to all Notes, when either:





     (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed
Notes which have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust, have been delivered to the Trustee for cancellation; or




     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or otherwise, shall
become due and payable within one year or may be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has
irrevocably deposited



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or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a
combination thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest to pay and discharge the entire indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption;




     (B) no Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in
each case, the granting of Liens in connection therewith) with respect to this Second
Supplemental Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Second Supplemental Indenture) to which the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that
resulting from borrowing funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Indebtedness and in each case, the granting of Liens
in connection therewith);




     (C) the Issuer has paid or caused to be paid all sums payable by it under this Second
Supplemental Indenture; and




     (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or the Redemption Date, as the
case may be.



          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.




          Notwithstanding the satisfaction and discharge of this Second Supplemental Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section
13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.



Section 13.02 Application of Trust Money.




          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Second Supplemental Indenture, to the payment, either directly or
through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s or any Guarantor’s obligations under this Second Supplemental
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of,
premium or interest on any Notes because of the reinstatement of its obligations, the Issuer shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.







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ARTICLE 14




MISCELLANEOUS


Section 14.01 Trust Indenture Act Controls.




          If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.



Section 14.02 Notices.




          Any notice or communication by the Issuer, any Guarantor, the First Lien Collateral Agent or
the Trustee to the others is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), fax or overnight air courier
guaranteeing next day delivery, to the others’ address:



If to the Issuer and/ or any Guarantor:



HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer



If to the Trustee:



Law Debenture Trust Company of New York

400 Madison Avenue

New York, New York 10017

Fax No.: (212) 750-1361

Attention: Corporate Trust Administration



If to the Registrar, Paying Agent or Transfer Agent:



Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Securities Services

100 Plaza One, Mailstop JCY03-0699

Jersey City, New Jersey 07311

Fax No.: (732) 578-4635

Attn: Corporates Team Deal Manager — HCA Inc.




          The Issuer, any Guarantor or the First Lien Collateral Agent or the Trustee, by notice to the
others, may designate additional or different addresses for subsequent notices or communications.




          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery; provided that any notice or communication delivered
to the Trustee shall be deemed effective upon actual receipt thereof.







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




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




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



Section 14.03 Communication by Holders of Notes with Other Holders of
Notes.




          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with
respect to their rights under this Second Supplemental Indenture or the Notes. The Issuer, the
Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section
312(c).



Section 14.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take
any action under this Second Supplemental Indenture, the Issuer or such Guarantor, as the case may
be, shall furnish to the Trustee:




          (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in this Second
Supplemental Indenture relating to the proposed action have been satisfied; and




          (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.



Section 14.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Second Supplemental Indenture (other than a certificate provided pursuant to Section
4.03 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust
Indenture Act Section 314(e) and shall include:





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




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




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (and, in the case of an
Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of
fact); and



-94-









 






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


Section 14.06 Rules by Trustee and Agents.




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



Section 14.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.




          No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or
any of their parent companies (other than the Issuer and the Guarantors) shall have any liability
for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Second
Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations
or their creation. Each Holder by accepting the Notes waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.



Section 14.08 Governing Law.




          THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



Section 14.09 Waiver of Jury Trial.




          EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE GUARANTEE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.



Section 14.10 Force Majeure.




          In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or
liable for any failure or delay in the performance of its obligations under this Second
Supplemental Indenture arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software or hardware)
services.



Section 14.11 No Adverse Interpretation of Other Agreements.




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



Section 14.12 Successors.




          All agreements of the Issuer in this Second Supplemental Indenture and the Notes shall bind
its successors. All agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent
in this






-95-









 







Second Supplemental Indenture shall bind their respective successors. All agreements of each
Guarantor in this Second Supplemental Indenture shall bind its successors, except as otherwise
provided in Section 12.06 or 12.07(i) hereof. The provisions of Article 11 hereof referring to the
First Lien Collateral Agent shall inure to the benefit of such First Lien Collateral Agent.



Section 14.13 Severability.




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



Section 14.14 Counterpart Originals.




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



Section 14.15 Table of Contents, Headings, etc.




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



Section 14.16 Qualification of Second Supplemental Indenture.




          The Issuer and the Guarantors shall qualify this Second Supplemental Indenture under the Trust
Indenture Act in accordance with and to the extent required by the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’
fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of this Second Supplemental
Indenture and the Notes and printing this Second Supplemental Indenture and the Notes. The Trustee
shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates,
Opinions of Counsel or other documentation as it may reasonably request in connection with any such
qualification of this Second Supplemental Indenture under the Trust Indenture Act.



Section 14.17 USA Patriot Act.




          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the
Trustee and Agents, like all financial institutions and in order to help fight the funding of
terrorism and money laundering, are required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account. The
parties to this agreement agree that they will provide the Trustee and the Agents with such
information as they may request in order to satisfy the requirements of the USA Patriot Act.




[Signatures on following pages]










-96-









 








	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	/s/ David G. Anderson	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President —
Finance and Treasurer 	 
	 
	 	HCA HOLDINGS, INC., as Parent Guarantor

 	 
	 	By:  	/s/ David G. Anderson	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President —
Finance and Treasurer 	 
	 



Signature Page to Second Supplemental Indenture







 









 








	 	 	 	 	 
	 	Each of the GUARANTORS

listed on Schedule I hereto

 	 
	 	By:  	/s/ John M. Franck 	 
	 	 	Name:  	John M. Franck	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Second Supplemental Indenture






 









 








	 	 	 	 	 
	 	LAW DEBENTURE TRUST COMPANY OF NEW

YORK, as Trustee

 	 
	 	By:  	/s/ James D. Heaney 	 
	 	 	Name:  	James D. Heaney	 
	 	 	Title:  	Managing Director	 
	 



Signature Page to the Second Supplemental Indenture






 









 








DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent




By: Deutsche Bank National Trust Company




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Wanda Camacho
 	 
	 	 	Name:  	Wanda Camacho 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Jeffrey Schoenfeld
 	 
	 	 	Name:  	Jeffrey Schoenfeld	 
	 	 	Title:  	Associate 	 
	 



Signature Page to the Second Supplemental Indenture





 












 





SCHEDULE I




Subsidiary Guarantors




Columbia ASC Management, L.P.

American Medicorp Development Co.

Bay Hospital, Inc.

Brigham City Community Hospital, Inc.

Brookwood Medical Center of Gulfport, Inc.

Capital Division, Inc.

Centerpoint Medical Center of Independence, LLC

Central Florida Regional Hospital, Inc.

Central Shared Services, LLC

Central Tennessee Hospital Corporation

CHCA Bayshore, L.P.

CHCA Conroe, L.P.

CHCA Mainland, L.P.

CHCA West Houston, L.P.

CHCA Woman’s Hospital, L.P.

Chippenham & Johnston-Willis Hospitals, Inc.

CMS GP, LLC

Colorado Health Systems, Inc.

Columbia Jacksonville Healthcare System, Inc.

Columbia LaGrange Hospital, Inc.

Columbia Medical Center of Arlington Subsidiary, L.P.

Columbia Medical Center of Denton Subsidiary, L.P.

Columbia Medical Center of Las Colinas, Inc.

Columbia Medical Center of Lewisville Subsidiary, L.P.

Columbia Medical Center of McKinney Subsidiary, L.P.

Columbia Medical Center of Plano Subsidiary, L.P.

Columbia North Hills Hospital Subsidiary, L.P.

Columbia Ogden Medical Center, Inc.

Columbia Parkersburg Healthcare System, LLC

Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.

Columbia Polk General Hospital, Inc.

Columbia Rio Grande Healthcare, L.P.

Columbia Riverside, Inc.

Columbia Valley Healthcare System, L.P.

Columbia/Alleghany Regional Hospital, Incorporated

Columbia/HCA John Randolph, Inc.

Columbine Psychiatric Center, Inc.

Columbus Cardiology, Inc.

Conroe Hospital Corporation




 









 





Dallas/Ft. Worth Physician, LLC

Dauterive Hospital Corporation

Dublin Community Hospital, LLC

Eastern Idaho Health Services, Inc.

Edward White Hospital, Inc.

El Paso Surgicenter, Inc.

Encino Hospital Corporation, Inc.

EP Health, LLC

Fairview Park GP, LLC

Fairview Park, Limited Partnership

Frankfort Hospital, Inc.

Galen Property, LLC

Good Samaritan Hospital, L.P.

Goppert-Trinity Family Care, LLC

GPCH-GP, Inc.

Grand Strand Regional Medical Center, LLC

Green Oaks Hospital Subsidiary, L.P.

Greenview Hospital, Inc.

HCA — IT&S Field Operations, Inc.

HCA — IT&S Inventory Management, Inc.

HCA Central Group, Inc.

HCA Health Services of Florida, Inc.

HCA Health Services of Louisiana, Inc.

HCA Health Services of Oklahoma, Inc.

HCA Health Services of Tennessee, Inc.

HCA Health Services of Virginia, Inc.

HCA Management Services, L.P.

HCA Realty, Inc.

HD&S Corp. Successor, Inc.

Health Midwest Office Facilities Corporation

Health Midwest Ventures Group, Inc.

Hendersonville Hospital Corporation

Hospital Corporation of Tennessee

Hospital Corporation of Utah

Hospital Development Properties, Inc.

HSS Holdco, LLC

HSS Systems VA, LLC

HSS Systems, LLC

HSS Virginia, L.P.

HTI Memorial Hospital Corporation

HTI MOB, LLC

Integrated Regional Lab, LLC

Integrated Regional Laboratories, LLP




 









 





JFK Medical Center Limited Partnership

KPH-Consolidation, Inc.

Lakeland Medical Center, LLC

Lakeview Medical Center, LLC

Largo Medical Center, Inc.

Las Vegas Surgicare, Inc.

Lawnwood Medical Center, Inc.

Lewis-Gale Hospital, Incorporated

Lewis-Gale Medical Center, LLC

Lewis-Gale Physicians, LLC

Los Robles Regional Medical Center

Management Services Holdings, Inc.

Marietta Surgical Center, Inc.

Marion Community Hospital, Inc.

MCA Investment Company

Medical Centers of Oklahoma, LLC

Medical Office Buildings of Kansas, LLC

Memorial Healthcare Group, Inc.

Midwest Division — ACH, LLC

Midwest Division — LRHC, LLC

Midwest Division — LSH, LLC

Midwest Division — MCI, LLC

Midwest Division — MMC, LLC

Midwest Division — OPRMC, LLC

Midwest Division — PFC, LLC

Midwest Division — RBH, LLC

Midwest Division — RMC, LLC

Midwest Division — RPC, LLC

Midwest Holdings, Inc.

Montgomery Regional Hospital, Inc.

Mountain View Hospital, Inc.

Nashville Shared Services General Partnership

National Patient Account Services, Inc.

New Port Richey Hospital, Inc.

New Rose Holding Company, Inc.

North Florida Immediate Care Center, Inc.

North Florida Regional Medical Center, Inc.

Northern Utah Healthcare Corporation

Northern Virginia Community Hospital, LLC

Northlake Medical Center, LLC

Notami Hospitals of Louisiana, Inc.

Notami Hospitals, LLC

Okaloosa Hospital, Inc.




 









 





Okeechobee Hospital, Inc.

Outpatient Cardiovascular Center of Central Florida, LLC

Palms West Hospital Limited Partnership

Palmyra Park Hospital, Inc.

Pasadena Bayshore Hospital, Inc

Plantation General Hospital, L.P.

Pulaski Community Hospital, Inc.

Redmond Park Hospital, LLC

Redmond Physician Practice Company

Reston Hospital Center, LLC

Retreat Hospital, LLC

Rio Grande Regional Hospital, Inc.

Riverside Healthcare System, L.P.

Riverside Hospital, Inc.

Samaritan, LLC

San Jose Healthcare System, LP

San Jose Hospital, L.P.

San Jose Medical Center, LLC

San Jose, LLC

Sarasota Doctors Hospital, Inc.

SJMC, LLC

Southern Hills Medical Center, LLC

Spotsylvania Medical Center, Inc.

Spring Branch Medical Center, Inc.

Spring Hill Hospital, Inc.

St. Mark’s Lone Peak Hospital, Inc.

Sun City Hospital, Inc.

Sunrise Mountainview Hospital, Inc.

Surgicare of Brandon, Inc.

Surgicare of Florida, Inc.

Surgicare of Houston Women’s, Inc.

Surgicare of Manatee, Inc.

Surgicare of Newport Richey, Inc.

Surgicare of Palms West, LLC

Surgicare of Riverside, LLC

Tallahassee Medical Center, Inc.

TCMC Madison-Portland, Inc.

Terre Haute Hospital GP, Inc.

Terre Haute Hospital Holdings, Inc.

Terre Haute MOB, L.P.

Terre Haute Regional Hospital, L.P.

The Regional Health System of Acadiana, LLC

Timpanogos Regional Medical Services, Inc.




 









 





Trident Medical Center, LLC

Utah Medco, LLC

VH Holdco, Inc.

VH Holdings, Inc.

Virginia Psychiatric Company, Inc.

W & C Hospital, Inc.

Walterboro Community Hospital, Inc.

Wesley Medical Center, LLC

West Florida Regional Medical Center, Inc.

West Valley Medical Center, Inc.

Western Plains Capital, Inc.

WHMC, Inc.

Woman’s Hospital of Texas, Incorporated




 









 





EXHIBIT A




[Face of Note]




[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Second Supplemental Indenture]



A-1









 





CUSIP [                    ]

ISIN [               ]1




GLOBAL NOTE

6.50% Senior Secured Notes due 2020




	 	 	 

	No. ___

	 	[$______________]






HCA INC.




promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule
of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United
States Dollars] on February 15, 2020.




Interest Payment Dates: February 15 and August 15




Record Dates: February 1 and August 1








 




			
	1






			
	CUSIP Numbers:	 	404121AC9






			
	ISIN Numbers:	 	US404121AC95








A-2









 







          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.



Dated: August 1, 2011




	 	 	 	 	 	 	 

	 	 	HCA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






A-3









 






This is one of the Notes referred to in the within-mentioned Second Supplemental Indenture:




	 	 	 	 	 	 	 

	 	 	LAW DEBENTURE TRUST COMPANY OF NEW	 	 
	 	 	YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-4









 






[Back of Note]




6.50% Senior Secured Notes due 2020


          Capitalized terms used herein shall have the meanings assigned to them in the Second
Supplemental Indenture referred to below unless otherwise indicated.


          1. INTEREST. HCA Inc., a Delaware corporation, promises to pay interest on the principal
amount of this Note at 6.50% per annum from August 1, 2011 until maturity. The Issuer will pay
interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from the date of issuance; provided that the first Interest
Payment Date shall be February 15, 2012. The Issuer will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the
interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


          2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are
registered Holders of Notes at the close of business on the February 1 and August 1 (whether or not
a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes
are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Second Supplemental Indenture with respect to defaulted interest.
Payment of interest may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or
the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.


          3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to
the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.


          4. SECOND SUPPLEMENTAL INDENTURE. The Issuer issued the Notes under the Base Indenture dated
as of August 1, 2011 (the “Base Indenture”) among the HCA Inc., the Guarantors named
therein, the Trustee and the Paying Agent, Registrar and Transfer Agent, as supplemented by
Supplemental Indenture No. 2, dated as of August 1, 2011 (the “Second Supplemental
Indenture”), among HCA Inc., the Guarantors named therein, the Trustee and the Paying Agent,
Registrar and Transfer Agent. This Note is one of a duly authorized issue of notes of the Issuer
designated as its 6.50% Senior Secured Notes due 2020. The Issuer shall be entitled to issue
Additional Notes pursuant to Section 2.01 of the Second Supplemental Indenture. The terms of the
Notes include those stated in the Second Supplemental Indenture and those made part of the Second
Supplemental Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the
Second Supplemental Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Second Supplemental Indenture
or the Base Indenture, the provisions of the Second Supplemental Indenture shall govern and be
controlling.



A-5









 







          5. OPTIONAL REDEMPTION.


          (a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option
prior to the Maturity Date.


          (b) The Notes will be redeemable, at the Issuer’s option, at any time in whole or from time to
time in part, at a redemption, or “make-whole,” price equal to the greater of: 100% of the
aggregate principal amount of the Notes to be redeemed, and an amount equal to sum of the present
value of the remaining scheduled payments of principal of and interest on the Notes to be redeemed
(excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders
on the relevant Record Date to receive interest due on the relevant Interest Payment Date)
discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the
Treasury Rate plus 50 basis points plus, in each of the above cases, accrued and unpaid interest,
if any, to such Redemption Date.


          (c) Any notice of any redemption may be given prior to the redemption thereof, and any such
redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of an Equity Offering or other corporate
transaction.


          (d) If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying
Agent shall select the Notes to be redeemed in the manner described under Section 3.02 of the
Second Supplemental Indenture.


          (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Second Supplemental Indenture.


          6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.


          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Second Supplemental Indenture, notice
of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before
the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with Article 8 or Article 11 of the Second
Supplemental Indenture) to each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date interest ceases to accrue on Notes or portions thereof called for
redemption.


          8. OFFERS TO REPURCHASE.


          (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of
purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in
accordance with Section 4.07 of the Second Supplemental Indenture.


          (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale of
Collateral, within 10 Business Days of each date that the aggregate amount of Collateral Excess
Proceeds exceeds $200.0 million, the Issuer shall make an offer to all Holders of the Notes and, if
required by the terms of any First Lien Obligations or Obligations secured by a Lien permitted
under the Second 



A-6









 








Supplemental Indenture (which Lien is not subordinate to the Lien of the Notes with respect to the
Collateral), to the holders of such First Lien Obligations or such other Obligations (a
“Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount of the
Notes and such First Lien Obligations or such other Obligations that is a minimum of $2,000 or an
integral multiple of $1,000 in excess thereof that may be purchased out of the Collateral Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the
procedures set forth in the Second Supplemental Indenture. To the extent that the aggregate amount
of Notes and such other First Lien Obligations or Obligations secured by a Lien permitted by the
Second Supplemental Indenture (which Lien is not subordinate to the Lien of the Notes with respect
to the Collateral) tendered pursuant to a Collateral Asset Sale Offer is less than the Collateral
Excess Proceeds, the Issuer may use any remaining Collateral Excess Proceeds for general corporate
purposes, subject to other covenants contained in the Second Supplemental Indenture. If the
aggregate principal amount of Notes or other First Lien Obligations or such other Obligations
surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, the Registrar
and Paying Agent shall select the Notes and such other First Lien Obligations or such other
Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of
the Notes or such other First Lien Obligations or such other Obligations tendered. Upon completion
of any such Collateral Asset Sale Offer, the amount of Collateral Excess Proceeds shall be reset at
zero.



          (c) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale of
non-Collateral, within 10 Business Days of each date that the aggregate amount of Excess Proceeds
exceeds $200.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required
or permitted by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness
(an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes
and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in
excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date
fixed for the closing of such offer, in accordance with the procedures set forth in the Second
Supplemental Indenture. To the extent that the aggregate amount of Notes and such Senior
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer
may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants
contained in the Second Supplemental Indenture. If the aggregate principal amount of Notes or
Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Senior Indebtedness to be purchased on a pro rata basis
based on the accreted value or principal amount of the Notes or such Senior Indebtedness tendered.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


          (d) The Issuer may, at its option, make a Collateral Asset Sale Offer or Asset Sale Offer
using proceeds from any Asset Sale at any time after consummation of such Asset Sale;
provided that such Collateral Asset Sale Offer or Asset Sale Offer shall be in an aggregate
amount of not less than $50.0 million. Upon consummation of such Collateral Asset Sale Offer or
Asset Sale Offer, any Net Proceeds not required to be used to purchase Notes shall not be deemed
Excess Proceeds.


          9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Second Supplemental Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees
required by law or permitted by the Second Supplemental Indenture. The Issuer need not exchange or
register the transfer of any Notes or portion of Notes selected for redemption, except for the
unredeemed portion of any Notes being redeemed in part. Also, the Issuer need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed.



A-7









 







          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.


          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Second Supplemental Indenture, the Guarantees or
the Notes may be amended or supplemented as provided in the Second Supplemental Indenture.


          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Second Supplemental 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 then outstanding Notes
may declare the principal, premium, if any, interest and any other monetary obligations on all the
then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action or notice.
Holders may not enforce the Second Supplemental Indenture, the Guarantees or the Notes except as
provided in the Second Supplemental Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default (except a Default relating to the payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interest. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or and its consequences under the
Second Supplemental Indenture except a continuing Default in payment of the principal of, premium,
if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required
to deliver to the Trustee annually a statement regarding compliance with the Second Supplemental
Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto.


          13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Second
Supplemental Indenture or be valid or obligatory for any purpose until authenticated by the manual
signature of the Trustee.


          14. [RESERVED].


          15. GOVERNING LAW. THE SECOND SUPPLEMENTAL INDENTURE, THE NOTES, THE PARENT GUARANTEE AND ANY
GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


          16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the
Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



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          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Second Supplemental Indenture. Requests may be made to the Issuer at the following address:


HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer





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ASSIGNMENT FORM



          To assign this Note, fill in the form below:



	 	 	 	 	 

	(I) or (we) assign and transfer this Note to:
	 	 	 	 
	 

	 	 

(Insert assignee’s legal name)
	 	 






 




(Insert assignee’s soc. sec. or tax I.D. no.)



 




 




 




 



(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                                        
                                                             

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.




Date: _____________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:
	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
	 	 
	 

	 	 	 	the face of this Note)	 	 






Signature Guarantee*: ________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




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OPTION OF HOLDER TO ELECT PURCHASE



          If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 or
Section 4.08 of the Second Supplemental Indenture, check the appropriate box below:



[     ] Section 4.07            [     ] Section 4.08



          If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.07 or Section 4.08 of the Second Supplemental Indenture, state the amount you elect to
have purchased:



$_______________




Date: _____________________




	 	 	 	 	 	 	 

	 

	 	Your Signature:	 	 	 	 
	 

	 	 	 	 

(Sign exactly as your name appears on
	 	 
	 

	 	 	 	the face of this Note)	 	 
	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 

	 	 






Signature Guarantee*: ________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*



          The initial outstanding principal amount of this Global Note is $_________. The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 	of	 	 	 	 
	 	 	decrease	 	 	Amount of increase	 	 	this Global Note	 	 	Signature of	 
	 	 	in Principal	 	 	in Principal	 	 	following such	 	 	authorized officer	 
	Date of	 	Amount of this	 	 	Amount of this	 	 	decrease or	 	 	of Trustee or	 
	Exchange	 	Global Note	 	 	Global Note	 	 	increase	 	 	Notes Registrar	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.




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EXHIBIT B




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]



          Supplemental Indenture (this “Supplemental Indenture”), dated as of __________, among
__________________ (the “Guaranteeing Subsidiary”), a subsidiary of HCA Inc., a Delaware
Corporation (the “Issuer”), Law Debenture Trust Company of New York, as trustee (the
“Trustee”) and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and
Transfer Agent



W I T N E S S E T H



          WHEREAS, each of HCA Inc. and the Guarantors (as defined in the Second Supplemental Indenture
referred to below) have heretofore executed and delivered to the Trustee an indenture (the
“Second Supplemental Indenture”), dated as of August 1, 2011, providing for the issuance of
an unlimited aggregate principal amount of 6.50% Senior Secured Notes due 2020 (the
“Notes”);


          WHEREAS, the Second Supplemental Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant
to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s
Obligations under the Notes and the Second Supplemental Indenture on the terms and conditions set
forth herein and under the Second Supplemental Indenture (the “Guarantee”); and


          WHEREAS, pursuant to Section 9.01 of the Second Supplemental Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.


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


          (1) Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Second Supplemental Indenture.


          (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:




     (a) Along with all Guarantors named in the Second Supplemental Indenture, to jointly
and severally unconditionally guarantee to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee, the Paying Agent, the Registrar and the Transfer Agent
and their successors and assigns, irrespective of the validity and enforceability of the
Second Supplemental Indenture, the Notes or the obligations of the Issuer hereunder or
thereunder, that:




     (i) the principal of and interest, premium on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful,
and all other obligations of the Issuer to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the
terms hereof and thereof; and




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



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performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors and
the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same
immediately. This is a guarantee of payment and not a guarantee of collection.




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




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




     (d) This Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, the Second Supplemental Indenture and this Supplemental
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Second Supplemental Indenture.




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




     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby.




     (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Second Supplemental Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the Second
Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.




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




     (i) Pursuant to Section 12.02 of the Second Supplemental Indenture, after giving effect
to all other contingent and fixed liabilities that are relevant under any applicable
Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under Article 12 of the
Second Supplemental Indenture, this new Guarantee shall be limited to the maximum amount
permissible such that the obligations



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of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent
transfer or conveyance.




     (j) This Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation, reorganization,
should the Issuer become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of the Issuer’s
assets, and shall, to the fullest extent permitted by law, continue to be effective or be
reinstated, as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance had not been
made. In the event that any payment or any part thereof, is rescinded, reduced, restored or
returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.




     (k) In case any provision of this Guarantee 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.




     (l) This Guarantee shall be a general senior obligation of such Guaranteeing
Subsidiary, ranking equally in right of payment with all existing and future Senior
Indebtedness of the Guaranteeing Subsidiary but, to the extent of the value of the
Collateral, will be effectively senior to all of the Guaranteeing Subsidiary’s unsecured
Senior Indebtedness and Junior Lien Obligations and, to the extent of the Shared Receivables
Collateral, will be effectively subordinated to the Guaranteeing Subsidiary’s Obligations
under the ABL Facility and any future ABL Obligations. The Guarantees will be senior in
right of payment to all existing and future Subordinated Indebtedness of each Guarantor.
The Notes will be structurally subordinated to Indebtedness and other liabilities of
Subsidiaries of the Issuer that do not Guarantee the Notes, if any.




     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee
shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


          (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any
notation of such Guarantee on the Notes.


          (4) Merger, Consolidation or Sale of All or Substantially All Assets.


          (a) Except as otherwise provided in Section 5.01(c) of the Second Supplemental Indenture, the
Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not
the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one
or more related transactions, to any Person unless:




     (i) such Guarantor is the surviving corporation or the Person formed by or surviving
any such consolidation or merger (if other than such Guarantor) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation, partnership, limited partnership, limited liability corporation or trust
organized or existing under the laws of the jurisdiction of organization of such Guarantor,
as the case may be, or the laws of the



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United States, any state thereof, the District of Columbia, or any territory thereof (such
Guarantor or such Person, as the case may be, being herein called the “Successor
Person”);




     (ii) the Successor Person, if other than such Guarantor, expressly assumes all the
obligations of such Guarantor under the Second Supplemental Indenture and such Guarantor’s
related Guarantee pursuant to supplemental indentures or other documents or instruments in
form reasonably satisfactory to the Trustee;




     (iii) immediately after such transaction, no Default exists; and




     (iv) the Issuer shall have delivered to the Trustee an Officer’s Certificate, each
stating that such consolidation, merger or transfer and such supplemental indentures, if
any, comply with the Second Supplemental Indenture; or




     (v) the transaction is made in compliance with Section 4.08 of the Second Supplemental
Indenture.


          (b) Subject to certain limitations described in the Second Supplemental Indenture, the
Successor Person will succeed to, and be substituted for, such Guarantor under the Second
Supplemental Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any
Guarantor may (i) merge into or transfer all or part of its properties and assets to another
Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of
reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or
any territory thereof or (iii) convert into a corporation, partnership, limited partnership,
limited liability corporation or trust organized or existing under the laws of the jurisdiction of
organization of such Guarantor.


          (5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the
Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:




     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock
of such Guarantor (including any sale, exchange or transfer), after which the applicable
Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of
such Guarantor which sale, exchange or transfer is made in compliance with the applicable
provisions of the Second Supplemental Indenture;




     (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit
Facilities or such other guarantee that resulted in the creation of such Guarantee, except a
discharge or release by or as a result of payment under such guarantee;




     (C) the designation of such Guarantor, if a Restricted Subsidiary, as an Unrestricted
Subsidiary in compliance with the definition of “Unrestricted Subsidiary” hereunder;




     (D) the occurrence of an Investment Grade Rating Event; or




     (E) the exercise by Issuer of its Legal Defeasance option or Covenant Defeasance option
in accordance with Article 8 hereof or the Issuer’s obligations under the Second
Supplemental Indenture being discharged in accordance with the terms of the Second
Supplemental Indenture; and



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     (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for in the Second Supplemental
Indenture relating to such transaction have been complied with.


          (6) No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the
Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees,
the Second Supplemental Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes.


          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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


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


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


          (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of
Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary
pursuant to the provisions of Section 2 hereof and Section 12.01 of the Second Supplemental
Indenture; provided that, if an Event of Default has occurred and is continuing, the
Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or
based upon, such right of subrogation until all amounts then due and payable by the Issuer under
the Second Supplemental Indenture or the Notes shall have been paid in full.


          (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the
terms and conditions set forth in the Second Supplemental Indenture. The Guaranteeing Subsidiary
acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by the Second Supplemental Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of
such benefits.


          (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or
elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.



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



	 	 	 	 	 
	 	Each of the GUARANTORS

listed on the Schedule I hereto

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	



LAW DEBENTURE TRUST COMPANY OF NEW 

YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent

 	 
	 	By:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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