<PAGE>
                                                                     EXHIBIT 4.1


                                                                  EXECUTION COPY

================================================================================

                          IASIS HEALTHCARE CORPORATION

                                  $100,000,000

                    8 1/2% SENIOR SUBORDINATED NOTES DUE 2009

                                    INDENTURE

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

                            Dated as of June 6, 2003

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

                              THE BANK OF NEW YORK

                                     Trustee

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

================================================================================


<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                                    Indenture Section
<S>                                                                                            <C>
310(a)(1)....................................................................................     7.10
(a)(2) ......................................................................................     7.10
(a)(3).......................................................................................     N.A.
(a)(4).......................................................................................     N.A.
(a)(5).......................................................................................     7.10
(b) .........................................................................................     7.10
(c) .........................................................................................     N.A.
311(a).......................................................................................     7.11
(b) .........................................................................................     7.11
(i)(c).......................................................................................     N.A.
312(a).......................................................................................     2.05
(b) .........................................................................................     13.03
(c) .........................................................................................     13.03
313(a).......................................................................................     7.06
(b)(2).......................................................................................     7.06; 7.07
(c) .........................................................................................     7.06; 13.02
(d) .........................................................................................     7.06
314(a).......................................................................................     N.A.
(c)(1).......................................................................................     N.A.
(c)(2).......................................................................................     N.A.
(c)(3).......................................................................................     N.A.
(e) .........................................................................................     13.05
(f) .........................................................................................     N.A.
315(a).......................................................................................     N.A.
(b) .........................................................................................     N.A.
(A)(c).......................................................................................     N.A.
(d) .........................................................................................     N.A.
(e) .........................................................................................     N.A.
316(a)(last sentence)........................................................................     N.A.
(a)(1)(A)....................................................................................     N.A.
(a)(1)(B)....................................................................................     N.A.
(a)(2).......................................................................................     N.A.
(b) .........................................................................................     N.A.
(c) .........................................................................................     N.A.
317(a)(1)....................................................................................     N.A.
(a)(2).......................................................................................     N.A.
(b) .........................................................................................     N.A.
318(a).......................................................................................     N.A.
(b) .........................................................................................     N.A.
(c) .........................................................................................     13.01
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
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<S>                                                                                                                <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................    1
     SECTION 1.01   DEFINITIONS..................................................................................    1
     SECTION 1.02   OTHER DEFINITIONS............................................................................   27
     SECTION 1.03   TRUST INDENTURE ACT DEFINITIONS..............................................................   28
     SECTION 1.04   RULES OF CONSTRUCTION........................................................................   28

ARTICLE 2 THE NOTES .............................................................................................   29
     SECTION 2.01   FORM AND DATING..............................................................................   29
     SECTION 2.02   EXECUTION AND AUTHENTICATION.................................................................   30
     SECTION 2.03   REGISTRAR AND PAYING AGENT...................................................................   30
     SECTION 2.04   PAYING AGENT TO HOLD MONEY IN TRUST..........................................................   31
     SECTION 2.05   HOLDER LISTS.................................................................................   31
     SECTION 2.06   TRANSFER AND EXCHANGE........................................................................   31
     SECTION 2.07   REPLACEMENT NOTES............................................................................   44
     SECTION 2.08   OUTSTANDING NOTES............................................................................   44
     SECTION 2.09   TREASURY NOTES...............................................................................   44
     SECTION 2.10   TEMPORARY NOTES..............................................................................   45
     SECTION 2.11   CANCELLATION.................................................................................   45
     SECTION 2.12   DEFAULTED INTEREST...........................................................................   45
     SECTION 2.13   CUSIP NUMBERS................................................................................   45

ARTICLE 3 REDEMPTION AND PREPAYMENT..............................................................................   46
     SECTION 3.01   NOTICES TO TRUSTEE...........................................................................   46
     SECTION 3.02   SELECTION OF NOTES TO BE REDEEMED............................................................   46
     SECTION 3.03   NOTICE OF REDEMPTION.........................................................................   46
     SECTION 3.04   EFFECT OF NOTICE OF REDEMPTION...............................................................   47
     SECTION 3.05   DEPOSIT OF REDEMPTION PRICE..................................................................   47
     SECTION 3.06   NOTES REDEEMED IN PART.......................................................................   48
     SECTION 3.07   OPTIONAL REDEMPTION..........................................................................   48
     SECTION 3.08   MANDATORY REDEMPTION.........................................................................   48
</TABLE>

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<TABLE>
<CAPTION>
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<S>                                                                                                                <C>
     SECTION 3.09          OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS...................................   48

ARTICLE 4 COVENANTS .............................................................................................   50
     SECTION 4.01   PAYMENT OF NOTES.............................................................................   50
     SECTION 4.02   MAINTENANCE OF OFFICE OR AGENCY..............................................................   51
     SECTION 4.03   REPORTS......................................................................................   51
     SECTION 4.04   COMPLIANCE CERTIFICATE.......................................................................   52
     SECTION 4.05   TAXES........................................................................................   53
     SECTION 4.06   STAY, EXTENSION AND USURY LAWS...............................................................   53
     SECTION 4.07   RESTRICTED PAYMENTS..........................................................................   53
     SECTION 4.08   DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES...............................   56
     SECTION 4.09   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK...................................   58
     SECTION 4.10   ASSET SALES..................................................................................   61
     SECTION 4.11   TRANSACTIONS WITH AFFILIATES.................................................................   64
     SECTION 4.12   LIENS........................................................................................   65
     SECTION 4.13   CORPORATE EXISTENCE..........................................................................   66
     SECTION 4.14   OFFER TO REPURCHASE UPON CHANGE OF CONTROL...................................................   66
     SECTION 4.15   NO SENIOR SUBORDINATED DEBT..................................................................   67
     SECTION 4.16   ADDITIONAL SUBSIDIARY GUARANTEES.............................................................   68
     SECTION 4.17   BUSINESS ACTIVITIES..........................................................................   68
     SECTION 4.18   DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES......................................   68

ARTICLE 5 SUCCESSORS ............................................................................................   68
     SECTION 5.01   MERGER, CONSOLIDATION, OR SALE OF ASSETS.....................................................   68
     SECTION 5.02   SUCCESSOR CORPORATION SUBSTITUTED............................................................   69

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................   70
     SECTION 6.01   EVENTS OF DEFAULT............................................................................   70
     SECTION 6.02   ACCELERATION.................................................................................   71
     SECTION 6.03   OTHER REMEDIES...............................................................................   72
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                <C>
     SECTION 6.04   WAIVER OF PAST DEFAULTS......................................................................   73
     SECTION 6.05   CONTROL BY MAJORITY..........................................................................   73
     SECTION 6.06   LIMITATION ON SUITS..........................................................................   73
     SECTION 6.07   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT................................................   74
     SECTION 6.08   COLLECTION SUIT BY TRUSTEE...................................................................   74
     SECTION 6.09   TRUSTEE MAY FILE PROOFS OF CLAIM.............................................................   74
     SECTION 6.10   PRIORITIES...................................................................................   74
     SECTION 6.11   UNDERTAKING FOR COSTS........................................................................   75

ARTICLE 7 TRUSTEE ...............................................................................................   75
     SECTION 7.01   DUTIES OF TRUSTEE............................................................................   75
     SECTION 7.02   RIGHTS OF TRUSTEE............................................................................   76
     SECTION 7.03   INDIVIDUAL RIGHTS OF TRUSTEE.................................................................   77
     SECTION 7.04   TRUSTEE'S DISCLAIMER.........................................................................   77
     SECTION 7.05   NOTICE OF DEFAULTS...........................................................................   77
     SECTION 7.06   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES...................................................   78
     SECTION 7.07   COMPENSATION AND INDEMNITY...................................................................   78
     SECTION 7.08   REPLACEMENT OF TRUSTEE.......................................................................   79
     SECTION 7.09   SUCCESSOR TRUSTEE BY MERGER, ETC.............................................................   80
     SECTION 7.10   ELIGIBILITY; DISQUALIFICATION................................................................   80
     SECTION 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY............................................   80

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................   80
     SECTION 8.01   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.....................................   80
     SECTION 8.02   LEGAL DEFEASANCE AND DISCHARGE...............................................................   81
     SECTION 8.03   COVENANT DEFEASANCE..........................................................................   81
     SECTION 8.04   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...................................................   82
     SECTION 8.05   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                    MISCELLANEOUS PROVISIONS.....................................................................   83
</TABLE>

                                      iii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                <C>
     SECTION 8.06   REPAYMENT TO COMPANY.........................................................................   84
     SECTION 8.07   REINSTATEMENT................................................................................   84

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................   84
     SECTION 9.01   WITHOUT CONSENT OF HOLDERS OF NOTES..........................................................   84
     SECTION 9.02   WITH CONSENT OF HOLDERS OF NOTES.............................................................   85
     SECTION 9.03   COMPLIANCE WITH TRUST INDENTURE ACT..........................................................   87
     SECTION 9.04   REVOCATION AND EFFECT OF CONSENTS............................................................   87
     SECTION 9.05   NOTATION ON OR EXCHANGE OF NOTES.............................................................   87
     SECTION 9.06   TRUSTEE TO SIGN AMENDMENTS, ETC..............................................................   87

ARTICLE 10 SUBORDINATION.........................................................................................   87
     SECTION 10.01  AGREEMENT TO SUBORDINATE.....................................................................   87
     SECTION 10.02  CERTAIN DEFINITIONS..........................................................................   88
     SECTION 10.03  LIQUIDATION; DISSOLUTION; BANKRUPTCY.........................................................   89
     SECTION 10.04  DEFAULT ON DESIGNATED SENIOR DEBT............................................................   89
     SECTION 10.05  ACCELERATION OF NOTES........................................................................   90
     SECTION 10.06  WHEN DISTRIBUTION MUST BE PAID OVER..........................................................   90
     SECTION 10.07  NOTICE BY COMPANY............................................................................   91
     SECTION 10.08  SUBROGATION..................................................................................   91
     SECTION 10.09  RELATIVE RIGHTS..............................................................................   91
     SECTION 10.10  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.................................................   91
     SECTION 10.11  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.....................................................   92
     SECTION 10.12  RIGHTS OF TRUSTEE AND PAYING AGENT...........................................................   92
     SECTION 10.13  AUTHORIZATION TO EFFECT SUBORDINATION........................................................   92
     SECTION 10.14  AMENDMENTS...................................................................................   92

ARTICLE 11 SUBSIDIARY GUARANTEES.................................................................................   93
     SECTION 11.01  SUBSIDIARY GUARANTEE.........................................................................   93
     SECTION 11.02  SUBORDINATION OF SUBSIDIARY GUARANTEE........................................................   94
     SECTION 11.03  LIMITATION ON GUARANTOR LIABILITY............................................................   94
     SECTION 11.04  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE...............................................   94
</TABLE>

                                       iv

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                   ----
<S>                                                                                                                <C>

     SECTION 11.05  GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS...........................................   95
     SECTION 11.06  RELEASES FOLLOWING SALE OF ASSETS............................................................   96

ARTICLE 12 SATISFACTION AND DISCHARGE............................................................................   96
     SECTION 12.01  SATISFACTION AND DISCHARGE OF INDENTURE......................................................   96
     SECTION 12.02  APPLICATION OF TRUST MONEY...................................................................   97

ARTICLE 13 MISCELLANEOUS.........................................................................................   97
     SECTION 13.01  TRUST INDENTURE ACT CONTROLS.................................................................   97
     SECTION 13.02  NOTICES......................................................................................   97
     SECTION 13.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES................................   99
     SECTION 13.04  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...........................................   99
     SECTION 13.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION................................................   99
     SECTION 13.06  RULES BY TRUSTEE AND AGENTS..................................................................   99
     SECTION 13.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                    SHAREHOLDERS................................................................................   100
     SECTION 13.08  GOVERNING LAW...............................................................................   100
     SECTION 13.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...............................................   100
     SECTION 13.10  SUCCESSORS..................................................................................   100
     SECTION 13.11  SEVERABILITY................................................................................   100
     SECTION 13.12  COUNTERPART ORIGINALS.......................................................................   100
     SECTION 13.13  TABLE OF CONTENTS, HEADINGS, ETC............................................................   100
</TABLE>

                                       v

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
<S>               <C>
Exhibit A         FORM OF NOTE

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                    ACCREDITED INVESTOR

Exhibit E         FORM OF NOTATION OF SUBSIDIARY GUARANTEE

Exhibit F         FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

<PAGE>

                  INDENTURE dated as of June 6, 2003, by and among IASIS
Healthcare Corporation, a Delaware corporation (the "Company"), the Guarantors
named on the signature pages hereto and The Bank of New York, a New York banking
corporation as trustee (the "Trustee").

                  The Company, the Guarantors and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 8 1/2% Senior Subordinated Notes due 2009 (the "Initial Notes")
and the 8 1/2% Senior Subordinated Notes due 2009 (the "Exchange Notes" and,
together with the Initial Notes, the "Notes").

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

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

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

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

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

                  "Additional Notes" means Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as
part of the same series as the Initial Notes.

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

<PAGE>

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

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

                  "Asset Sale" means:

                  (i)      the sale, lease, conveyance or other disposition of
any assets or rights; provided that the sale, conveyance or other disposition of
all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole shall be governed by the provisions of Section
4.14 hereof and/or the provisions of Section 5.01 hereof and not by the
provisions of Section 4.10 hereof; and

                  (ii)     the issuance of Equity Interests by any of the
Company's Restricted Subsidiaries or the sale of Equity Interests in any of the
Company's Subsidiaries.

                  Notwithstanding the preceding, the following items shall not
be deemed to be Asset Sales:

                  (i)      any single transaction or series of related
transactions that involves assets having a fair market value of less than the
greater of (a) $1.0 million and (b) 1.0% of Consolidated Cash Flow;

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

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

                  (iv)     the sale or lease of equipment, inventory, accounts
receivable or other assets in the ordinary course of business and any sale or
other disposition of damaged, worn out or obsolete assets;

                  (v)      the sale or other disposition of cash or Cash
Equivalents;

                  (vi)     a Restricted Payment or Permitted Investment that is
permitted by the provisions of Section 4.07 hereof;

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

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

                  (ix)     the licensing of intellectual property in the
ordinary course of business;

                                       2

<PAGE>

                  (x)      granting of Liens not otherwise prohibited by this
Indenture;

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

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

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

                  (xiv)    the substantially contemporaneous sale and leaseback
of an asset acquired after the date of this Indenture; provided that such sale
and leaseback occurs within 180 days after the date of the acquisition of such
asset by the Company and its Restricted Subsidiaries.

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

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. For purposes of this definition, the terms "Beneficially Owns" and
"Beneficially Owned" shall have corresponding meanings.

                  "Board of Directors" means:

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

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

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

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

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

                                       3

<PAGE>

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

                  "Capital Stock" means:

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

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

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

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

                  "Cash Equivalents" means:

                  (i)      United States dollars;

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

                  (iii)    certificates of deposit, demand and time deposits,
eurodollar time deposits, bankers' acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, with any lender party to the
Credit Agreement or with any domestic commercial bank having capital and surplus
in excess of $500.0 million;

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

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

                  (vi)     marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof having one of the two highest ratings
obtainable from Moody's and S&P and maturing within one year from the date of
acquisition thereof; and

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

                                       4

<PAGE>

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

                  (i)      the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) other
than to a Principal or a Related Party of a Principal;

                  (ii)     the adoption of a plan relating to the liquidation or
dissolution of the Company;

                  (iii)    the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals and their Related
Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50%
of the Voting Stock of the Company, measured by voting power rather than number
of shares; or

                  (iv)     during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election by such
Board of Directors or whose nomination for election by the shareholders of the
Company has been approved by the Principals or a majority of the directors then
still in office who either were directors at the beginning of such period or
whose election or recommendation for election was previously so approved) cease
to constitute a majority of the Board of Directors of the Company.

                  "Clearstream" means Clearstream Banking, S.A.

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

                  "Consolidated Cash Flow" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period plus:

                  (i)      an amount equal to any extraordinary gain or loss and
any net gain or loss realized by such Person or any of its Restricted
Subsidiaries in connection with an Asset Sale, to the extent that such gains or
losses were utilized in computing such Consolidated Net Income; plus

                  (ii)     provision for taxes based on income or profits of
such Person and its Restricted Subsidiaries for such period, to the extent that
such provision for taxes was deducted in computing such Consolidated Net Income;
plus

                  (iii)    consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net of the effect of all payments made or received
pursuant to Hedging Obligations), to the extent that any such expense was
deducted in computing such Consolidated Net Income; plus

                                       5

<PAGE>

                  (iv)     depreciation, amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses and items
(excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a
prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash expenses and items were deducted in computing
such Consolidated Net Income; minus

                  (v)      non-cash items increasing such Consolidated Net
Income for such period, other than the accrual of revenue in the ordinary course
of business, in each case, on a consolidated basis and determined in accordance
with GAAP.

                  Notwithstanding the foregoing, the provision for taxes based
on the income or profits of, the interest expense of, and the depreciation and
amortization and other non-cash items of, a Restricted Subsidiary of a Person
shall be added to Consolidated Net Income to compute Consolidated Cash Flow only
to the extent and in the same proportion that Net Income of that Restricted
Subsidiary was included in calculating the Consolidated Net Income of that
Person.

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

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

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

                  (iii)    the cumulative effect of a change in accounting
principles shall be excluded;

                  (iv)     there shall be added to the Net Income of such Person
the amount of any decrease in the deferred tax asset for such period relating to
the actual cash tax benefit realized by the Company (or the consolidated tax
group of which the Company is a member) resulting from the election under
Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, in respect
of the Paracelsus Recapitalization;

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

                                       6

<PAGE>

                  (vi)     all extraordinary gains and losses, non-recurring
cumulative effects of accounting changes and, without duplication, non-recurring
or unusual gains and losses and all restructuring charges shall be excluded;

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

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

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

                  "Credit Agreement" means that certain Amended and Restated
Credit Agreement, dated as of February 7, 2003 by and among the Company, the
guarantors party thereto and The Bank of America, National Association, as
administrative agent, and the other lenders party thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Subsidiaries
of the Company as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of
lenders.

                  "Credit Facilities" means one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
(including by means of sales of debt securities to institutional investors) in
whole or in part from time to time.

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, 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.

                                       7

<PAGE>

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

                  "Designated Preferred Stock" means Preferred Stock (not
constituting Disqualified Stock) of the Company (excluding any Preferred Stock
issued prior to the date of this Indenture and any Preferred Stock issued in
exchange or substitution therefor) that is designated as Designated Preferred
Stock on or after the date of issuance thereof pursuant to an Officers'
Certificate delivered to the Trustee on the designation thereof, the cash
proceeds of which are excluded from the calculation set forth in Section
4.07(iii)(B) hereof.

                  "Designated Senior Debt" means:

                  (1)      any Indebtedness under or in respect of the Credit
Agreement; and

                  (2)      any other Senior Debt permitted under this Indenture
the principal amount of which is $25.0 million or more and that has been
designated by the Company in the instrument or agreement relating to the same as
"Designated Senior Debt."

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature (other than for Capital Stock which is
not Disqualified Stock). Notwithstanding the preceding sentence, (a) any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof, and (b)
any Capital Stock that would constitute Disqualified Stock solely because such
Capital Stock is issued pursuant to any plan for the benefit of employees of the
Company or Subsidiaries of the Company or by any such plan to such employees and
may be required to be repurchased by the Company in order to satisfy applicable
statutory or regulatory obligations shall not constitute Disqualified Stock. The
amount of Disqualified Stock shall be its mandatory maximum redemption price or
liquidation preference, as applicable, plus accrued dividends.

                  "Domestic Subsidiary" means any Restricted Subsidiary that was
formed under the laws of the United States or any state thereof or the District
of Columbia or that guarantees or otherwise provides direct credit support for
any Indebtedness of the Company or any Guarantor.

                  "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).

                                       8

<PAGE>

                  "Equity Offering" means a sale by the Company of shares of its
Capital Stock (however designated and whether voting or non-voting) (other than
Disqualified Stock) and any and all rights, warrants or options to acquire such
Capital Stock.

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

                  "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) hereof.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.

                  "Existing Indebtedness" means Indebtedness of the Company and
its Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture.

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

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

                  (ii)     any interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

                  (iii)    the product of (A) all dividends paid (whether or not
in cash), on any series of Disqualified Stock or Designated Preferred Stock of
such Person or any of its Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,
times (B) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.

                  "Fixed Charge Coverage Ratio" means with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed Charges of
such Person and its Restricted Subsidiaries for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness

                                       9

<PAGE>

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

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

                  (i)      acquisitions that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period shall be calculated on a pro forma basis in
accordance with Regulation S-X under the Securities Act;

                  (ii)     the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded; and

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

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

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

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

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner

                                       10

<PAGE>

(including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Guarantors" means each Restricted Subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture and
their respective successors and assigns; provided that upon the release of such
Subsidiary Guarantee pursuant to this Indenture, such Person shall cease to be a
Guarantor.

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

                  (i)      interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements; and

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

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

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

                  "Hospital Swap" means an exchange of assets and, to the extent
necessary to equalize the value of the assets being exchanged, cash by the
Company or a Restricted Subsidiary of the Company for one or more Hospitals
and/or one or more Related Businesses or for 100% of the Capital Stock of any
Person owning or operating one or more Hospitals and/or one or more Related
Businesses, provided that cash does not exceed 20% of the sum of the amount of
the cash and the fair market value of the Capital Stock or assets received or
given by the Company or a Restricted Subsidiary of the Company in such
transaction, unless such excess cash is applied in accordance with the
requirements of the third paragraph of Section 4.10 hereof.

                  "IAI Global Note" means the global Note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

                  "Indebtedness" means, without duplication with respect to any
specified Person, any indebtedness of such Person (excluding accrued expenses or
trade payables incurred in the ordinary course of business), whether or not
contingent, in respect of:

                  (i)      borrowed money;

                  (ii)     evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof);

                  (iii)    banker's acceptances;

                                       11

<PAGE>

                  (iv)     representing Capital Lease Obligations;

                  (v)      the balance deferred and unpaid of the purchase price
of any property due more than six months after such property is acquired; or

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

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

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

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

                  (ii)     the principal amount thereof in the case of all other
Indebtedness.

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

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

                  "Initial Notes" means $100.0 million in aggregate principal
amount of Notes issued under this Indenture on the date hereof.

                  "Initial Purchasers" means Banc of America Securities LLC,
Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who is not also a QIB.

                  "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel, relocation, payroll,
entertainment and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.07

                                       12

<PAGE>

hereof. The acquisition by the Company or any Subsidiary of the Company of a
Person that holds an Investment in a third Person shall be deemed to be an
Investment by the Company or such Subsidiary in such third Person in an amount
equal to the fair market value of the Investment held by the acquired Person in
such third Person in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The outstanding amount of any Investment shall be the
original cost thereof, reduced by all returns on such Investment (including
dividends, interest, distributions, returns of principal and profits on sale).

                  "JLL" means JLL Partners, Inc.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

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

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

                  "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

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

                  (i)      any gain or loss, together with any related provision
for taxes on such gain or loss, realized in connection with: (A) any Asset Sale;
or (B) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

                  (ii)     any extraordinary gain or loss, together with any
related provision for taxes on such extraordinary gain or loss.

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any Restricted Subsidiary of the Company in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any

                                       13

<PAGE>

relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP.

                  "Non-Recourse Debt" means Indebtedness:

                  (i)      as to which neither the Company nor any Restricted
Subsidiary of the Company (A) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness) (other
than the pledge of stock of an Unrestricted Subsidiary; provided that such
pledge otherwise constitutes Non-Recourse Debt), (B) is directly or indirectly
liable as a guarantor or otherwise, or (C) constitutes the lender;

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

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

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

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

                  "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

                  "Offering" means the offering of the Initial Notes by the
Company.

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

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal

                                       14

<PAGE>

financial officer or the principal accounting officer of the Company, that meets
the requirements of Section 13.05 hereof.

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

                  "Paracelsus Recapitalization" means the recapitalization of
the Company, which at the time of such recapitalization was a wholly owned
Subsidiary of Paracelsus Healthcare Corporation that owned certain hospital
assets located in Utah, pursuant to that certain Recapitalization Agreement
dated as of August 16, 1999.

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

                  "Permitted Business" means any business (i) which is the same,
similar, ancillary or related to any of the businesses that the Company and its
Restricted Subsidiaries are engaged in on the date of this Indenture or (ii) in
the healthcare industry.

                  "Permitted Investments" means:

                  (i)      any Investment in (including Guarantees of the
obligations of) the Company or a Restricted Subsidiary of the Company; provided
that for so long as either of Health Choice Arizona, Inc. or Biltmore Surgery
Center, L.P. is not a Guarantor, the Company shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, make an Investment
(other than Investments required to be made under applicable laws, rules, and
regulations or pursuant to contractual obligations with regulatory bodies) in
Health Choice Arizona, Inc. and/or Biltmore Surgery Center, L.P., in excess of
an aggregate of $20.0 million; provided further, that if either of Health Choice
Arizona, Inc. or Biltmore Surgery Center, L.P. becomes a Guarantor, the
restriction on Investments referred to in the first proviso of this clause in
the entity or entities which becomes a Guarantor will cease to apply for so long
as such entity remains a Guarantor;

                  (ii)     any Investment in cash and Cash Equivalents;

                  (iii)    any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such Investment (A)
such Person becomes a Restricted Subsidiary of the Company, or (B) such Person
is merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company;

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

                  (v)      any acquisition of assets (including Capital Stock)
solely in exchange for the issuance of Equity Interests (other than Disqualified
Stock) of the Company;

                                       15

<PAGE>

                  (vi)     Hedging Obligations;

                  (vii)    loans and advances made to and guarantees provided
for the benefit of officers and employees of the Company and its Restricted
Subsidiaries in the ordinary course of business not to exceed $5.0 million in
the aggregate at any one time outstanding;

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

                  (ix)     Investments in securities of trade debtors or
customers received pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of such trade creditors or customers or in
good faith settlement of delinquent obligations of such trade debtors or
customers or in good faith compromise or resolution of litigation, arbitration
or other disputes with Persons who are not Affiliates;

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

                  (xi)     Investments in any of the Notes;

                  (xii)    receivables owing to the Company or any Restricted
Subsidiary created in the ordinary course of business;

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

                  (xiv)    Physician Support Obligations;

                  (xv)     in the event the Company or a Restricted Subsidiary
shall establish a Subsidiary for the purpose of insuring the healthcare
businesses or facilities owned or operated by the Company, any Subsidiary, any
physician employed by or on the medical staff of any such business or facility
(the "Insurance Subsidiary"), Investments in an amount which do not exceed the
minimum amount of capital required under the laws of the jurisdiction in which
the Insurance Subsidiary is formed, and any Investment by such Insurance
Subsidiary which is a legal investment for an insurance company under the laws
of the jurisdiction in which the Insurance Subsidiary is formed and made in the
ordinary course of business and rated in one of the four highest rating
categories;

                  (xvi)    other Investments in any Person having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent

                                       16

<PAGE>

changes in value), when taken together with all other Investments made pursuant
to this clause (xvi) that are at the time outstanding not to exceed an amount
equal to the greater of (x) $30.0 million and (y) 3% of Total Assets; and

                  (xvii)   Investments in connection with Hospital Swaps.

                  "Permitted Junior Securities" means debt or equity securities
of the Company or any successor corporation issued pursuant to a plan of
reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Debt of the Company at least to the same
extent that the Notes are subordinated to the payment of all Senior Debt of the
Company on the date of this Indenture, so long as:

                  (i)      the effect of the use of this defined term in Article
10 is not to cause the Notes to be treated as part of:

                  (A)      the same class of claims as the Senior Debt of the
Company; or

                  (B)      any class of claims pari passu with, or senior to,
the Senior Debt of the Company for any payment or distribution in any case or
proceeding or similar event relating to the liquidation, insolvency, bankruptcy,
dissolution, winding up or reorganization of the Company; and

                  (ii)     to the extent that any Senior Debt of the Company
outstanding on the date of consummation of any such plan of reorganization or
readjustment is not paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (iii) and (iv) of the definition
thereof) on such date, either:

                  (A)      the holders of any such Senior Debt not so paid in
full in cash or Cash Equivalents (other than Cash Equivalents of the type
referred to in clauses (iii) and (iv) of the definition thereof) have consented
to the terms of such plan of reorganization or readjustment; or

                  (B)      such holders receive securities which constitute
Senior Debt of the Company (which are guaranteed pursuant to guarantees
constituting Senior Debt of each Guarantor) and which have been determined by
the relevant court to constitute satisfaction in full in money or money's worth
of any Senior Debt of the Company (and any related Senior Debt of the
Guarantors) not paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (iii) and (iv) of the definition
thereof).

                  "Permitted Liens" means:

                  (i)      Liens of the Company and any Guarantor securing
Senior Debt that was permitted by the terms of this Indenture to be incurred;

                  (ii)     Liens in favor of the Company or the Guarantors;

                  (iii)    Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with, or is acquired by, the
Company or any of its Subsidiaries; provided that such Liens were in existence
prior to the contemplation of such merger,

                                       17

<PAGE>

consolidation or acquisition and do not extend to any assets other than those of
the Person merged into, consolidated with or acquired by the Company or its
Subsidiaries;

                  (iv)     Liens on property existing at the time of acquisition
thereof by the Company or any of its Subsidiaries, provided that such Liens were
in existence prior to the contemplation of such acquisition;

                  (v)      Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business;

                  (vi)     Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (iv) of the second paragraph of Section 4.09
hereof covering only the assets acquired, constructed or improved with such
Indebtedness;

                  (vii)    Liens existing on the date of this Indenture;

                  (viii)   Liens for taxes, assessments or governmental charges
or claims that (i) are not yet delinquent or (ii) are being contested in good
faith by appropriate proceedings promptly instituted and diligently concluded,
provided that in the case of clause (ii) any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made
therefor;

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

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

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

                  (xii)    zoning restrictions, easements, licenses,
reservations, provisions, covenants, conditions, waivers, restrictions on the
use of property or minor irregularities of title (and with respect to leasehold
interests, mortgages, obligations, liens and other encumbrances incurred,
created, assumed or permitted to exist and arising by, through or under a
landlord or owner of the leased property, with or without consent of the
lessee), none of which interferes in any material respect with the ordinary
conduct of the business of the Company or any of its Subsidiaries or materially
impairs the use of any parcel of property;

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

                                       18

<PAGE>

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

                  (xv)     Liens arising by operation of law in favor of
landlords, mechanics, carriers, warehousemen, materialmen, laborers, employees,
suppliers or the like, incurred in the ordinary course of business for sums
which are not yet delinquent or are being contested in good faith by
negotiations or by appropriate proceedings which suspend the collection thereof;

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

                  (xvii)   Liens securing any Permitted Refinancing Indebtedness
so long as the Lien securing such Permitted Refinancing Indebtedness is limited
to all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or
under such written arrangements could secure) the original Indebtedness; or
incurred in respect of any Indebtedness secured by, or securing any refinancing,
refunding, extension, renewal or replacement (in whole or in part) of any other
obligation secured by, any other Permitted Liens, provided that any such new
Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect
thereof) that secured (or, under the written arrangements under which the
original Lien arose could secure) the obligations to which such Liens relate;

                  (xviii)  Liens securing Hedging Obligations;

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

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

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

                  (xxii)   Liens on the assets of Health Choice Arizona, Inc.
securing Indebtedness of the Company and the Restricted Subsidiaries under the
Credit Facilities that was permitted by the terms of this Indenture to be
incurred.

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

                                       19

<PAGE>

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

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

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

                  (iv)     such Indebtedness is incurred either by the Company
or any Guarantor or by the Restricted Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

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

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

                  "Principals" means JLL, investment funds managed by JLL,
partners of JLL, an entity controlled by any of the foregoing and/or by a trust
of the type described hereafter, and/or a trust for the benefit of any of the
foregoing.

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

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

                                       20

<PAGE>

                  "Qualified Receivables Transaction" means any transaction or
series of transactions entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries sells, conveys or
otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer
by the Company or any of its Subsidiaries, which transfer may be effected
through the Company or one or more Subsidiaries) and (ii) any other Person (in
the case of a transfer by a Receivables Subsidiary), or grants a security
interest in, any accounts receivable, instruments, chattel paper, general
intangibles and similar assets (whether now existing or arising in the future,
the "Receivables") of the Company or any of its Subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
Receivables, all contracts, contract rights and all guarantees or other
obligations in respect of such Receivables, proceeds of such Receivables and any
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions of such type;

provided that a Receivables Subsidiary participating in a Qualified Receivables
Transaction shall meet the requirements set forth in the definition of
"Receivables Subsidiary."

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

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

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

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

(B) with which neither the Company nor any Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company, other
than as may be customary in a Qualified Receivables Transaction including for
fees payable in the ordinary course of business in connection with servicing
accounts receivable; and (C) with which neither the Company nor any Subsidiary
of

                                       21

<PAGE>

the Company has any obligation to maintain or preserve such Subsidiary's
financial condition or cause such Subsidiary to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company
will be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

                  "Refinancing Disqualified Stock" means any Disqualified Stock
of the Company issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace or refund other Disqualified Stock of the
Company; provided that:

         (i)      the amount of such Refinancing Disqualified Stock does not
                  exceed the amount of the Disqualified Stock so extended,
                  refinanced, renewed, replaced or refunded (plus all accrued
                  dividends thereon and the amount of all fees, commissions,
                  discounts, costs, expenses and premiums incurred in connection
                  therewith); and

         (ii)     either (A) such Refinancing Disqualified Stock by its terms,
                  or upon the happening of any event, matures or is mandatorily
                  redeemable pursuant to a sinking fund obligation or otherwise
                  at the option of the holder thereof, in whole or in part, on
                  or later than the final maturity date of, or date that by its
                  terms, or upon the happening of any event, matures, or is
                  mandatorily redeemable pursuant to a sinking fund obligation
                  or otherwise at the option of the holder thereof, in whole or
                  in part, of, the Disqualified Stock being extended,
                  refinanced, renewed, replaced or refunded or (B) all scheduled
                  payments on or in respect of such Refinancing Disqualified
                  Stock (other than dividend payments) shall be at least 91 days
                  following the final scheduled maturity of the Notes.

                  "Refinancing Preferred Stock" means any preferred stock of the
Company issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace or refund other preferred stock of the Company;
provided that:

         (i)      the amount of such Refinancing Preferred Stock does not exceed
                  the amount of the preferred stock so extended, refinanced,
                  renewed, replaced or refunded (plus all accrued dividends
                  thereon and the amount of all fees, commissions, discounts,
                  costs, expenses and premiums incurred in connection
                  therewith); and

         (ii)     such Refinancing Preferred Stock is not Disqualified Stock.

                  "Refinancing Subsidiary Preferred Stock" means any preferred
stock of any Restricted Subsidiary of the Company issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace or refund
other preferred stock of such Restricted Subsidiary; provided that:

         (i)      the amount of such Refinancing Subsidiary Preferred Stock does
                  not exceed the amount of the preferred stock so extended,
                  refinanced, renewed, replaced or refunded (plus all accrued
                  dividends thereon and the amount of all fees, commissions,
                  discounts, costs, expenses and premiums incurred in connection
                  therewith); and

                                       22

<PAGE>

         (ii)     such Refinancing Subsidiary Preferred Stock is not
                  Disqualified Stock.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

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

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

                  "Related Party" means:

                  (i)      any controlling stockholder, 80% (or more) owned
Subsidiary, or immediate family member (in the case of an individual) of any
Principal; or

                  (ii)     any trust, corporation, partnership or other entity,
the beneficiaries, stockholders, partners, owners or Persons beneficially
holding an 80% or more controlling interest of which consist of any one or more
Principals and/or such other Persons referred to in the immediately preceding
clause (i).

                  "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Designated Senior Debt; provided that
if, and for so long as, any Designated Senior Debt lacks such a representative,
then the Representative for such Designated Senior Debt shall at all times
constitute the holders of a majority in outstanding principal amount of such
Designated Senior Debt in respect of any Designated Senior Debt.

                  "Responsible Officer," means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, 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 Indenture.

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

                                       23

<PAGE>

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

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

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

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

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

                  "Senior Debt" means:

         (i)      all Indebtedness outstanding under all Credit Facilities, all
                  Hedging Obligations (including guarantees thereof) with
                  respect thereto of the Company and the Guarantors, whether
                  outstanding on the date of this Indenture or thereafter
                  incurred;

         (ii)     any other Indebtedness incurred by the Company and the
                  Guarantors, unless the instrument under which such
                  Indebtedness is incurred expressly provides that it is on a
                  parity with or subordinated in right of payment to the Notes
                  or the Subsidiary Guarantees, as the case may be; and

         (iii)    all Obligations with respect to the items listed in the
                  preceding clauses (i) and (ii) (including any interest
                  accruing subsequent to the filing of a petition of bankruptcy
                  at the rate provided for in the documentation with respect
                  thereto, whether or not such interest is an allowed claim
                  under applicable law).

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

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

         (ii)     any Indebtedness of the Company or any Guarantor to any of its
                  Subsidiaries;

         (iii)    any trade payables; or

                                       24

<PAGE>

         (iv)     the portion of any Indebtedness that is incurred in violation
                  of this Indenture (but only to the extent so incurred).

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

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

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

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

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

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

                  "Subsidiary Guarantee" means the Guarantee of the Notes by a
Guarantor.

                  "Tax Sharing Agreement" means the Tax Sharing Agreement among
JLL Healthcare, the Company and Subsidiaries of the Company as in effect on the
date of this Indenture, with such amendments and modifications thereto, or may
be made from time to time which are not materially disadvantageous to the
Holders of the Notes.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.03.

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

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

                                       25

<PAGE>

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Note" means a permanent global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

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

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

                  (iv)     has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any of
its Restricted Subsidiaries.

except in the case of clause (iii) or (iv), to the extent

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

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

                  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted under Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of Section 4.09. The Board of Directors of the Company may
at any time designate any Unrestricted

                                       26

<PAGE>

Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (x) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period and (y) no
Default or Event of Default would be in existence following such designation.

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

                  "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.

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

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

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

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                        Defined in
Term                                                                      Section
----                                                                      -------
<S>                                                                     <C>
"Acceleration Notice"..............................................        6.02
"Affiliate Transaction"............................................        4.11
"Asset Sale Offer".................................................        3.09
"Authentication Order".............................................        2.02
"Change of Control Offer"..........................................        4.14
"Change of Control Payment"........................................        4.14
"Change of Control Payment Date"...................................        4.14
"Covenant Defeasance"..............................................        8.03
"Designated Senior Debt............................................       10.02
"DTC"..............................................................        2.03
"Event of Default".................................................        6.01
"Excess Proceeds"..................................................        4.10
"incur"............................................................        4.09
"Legal Defeasance".................................................        8.02
"Offer Amount".....................................................        3.09
"Offer Period".....................................................        3.09
"Paying Agent".....................................................        2.03
"Payment Blockage Notice"..........................................       10.04
</TABLE>

                                       27

<PAGE>

<TABLE>
<S>                                                                       <C>
"Payment Default"..................................................        6.01
"Permitted Debt"...................................................        4.09
"Permitted Junior Securities"......................................       10.02
"Purchase Date"....................................................        3.09
"Registrar"........................................................        2.03
"Restricted Payments"..............................................        4.07
</TABLE>

SECTION 1.03      TRUST INDENTURE ACT DEFINITIONS.

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

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

                  "indenture securities" means the Notes;

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

                  "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04      RULES OF CONSTRUCTION.

                  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;

                  (c)      "or" is not exclusive;

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

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

                                       28

<PAGE>

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

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01      FORM AND DATING.

                  (a)      General.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

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

                  (b)      Global Notes.

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

                  (c)      Euroclear and Clearstream Procedures Applicable.

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

                                       29

<PAGE>

SECTION 2.02      EXECUTION AND AUTHENTICATION.

                  One Officer shall sign the Notes for the Company by manual or
facsimile signature.

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

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

                  The Trustee shall, upon a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes.
The aggregate principal amount of Notes outstanding at any time may not exceed
such amount except as provided in Section 2.07 hereof.

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

SECTION 2.03      REGISTRAR AND PAYING AGENT.

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

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

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

                  The Trustee is authorized to enter into a letter of
representations with DTC in the form provided to the Trustee by the Company and
to act in accordance with such letter.

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<PAGE>

SECTION 2.04      PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05      HOLDER LISTS.

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

SECTION 2.06      TRANSFER AND EXCHANGE.

                  (a)      Transfer and Exchange of Global Notes.

                  A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, 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 Company for Definitive Notes if:

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

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

                  (iii)    there shall have occurred and be continuing a Default
or Event of Default with respect to the Notes.

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<PAGE>

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

                  (b)      Transfer and Exchange of Beneficial Interests in the
Global Notes.

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

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

                  (ii)     All Other Transfers and Exchanges of Beneficial
Interests in Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.06(b)(i) above, the
transferor of such beneficial interest must deliver to the Depositary either (A)
(1) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by
the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above. Upon consummation of an Exchange Offer by the
Company in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the

                                       32

<PAGE>

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

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

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

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

                           (C)      if the transferee will take delivery in the
                  form of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted Global Note.
A beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal or via the Depositary's
                  book-entry system that it is not (1) a broker-dealer, (2) a
                  Person participating in the distribution of the Exchange Notes
                  or (3) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

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<PAGE>

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

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

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

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

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

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

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

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

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

                                       34

<PAGE>

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

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

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

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

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

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

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

                  (ii)     Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted
Global Note may exchange such

                                       35

<PAGE>

beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                  (1)      if the holder of such beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Definitive Note that does not bear the Private Placement Legend,
         a certificate from such holder in the form of Exhibit C hereto,
         including the certifications in item (1)(b) thereof; or

                  (2)      if the holder of such beneficial interest in a
         Restricted Global Note proposes to transfer such beneficial interest to
         a Person who shall take delivery thereof in the form of a Definitive
         Note that does not bear the Private Placement Legend, a certificate
         from such holder in the form of Exhibit B hereto, including the
         certifications in item (4) thereof;

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

         (iii)    Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of

                                       36

<PAGE>

such beneficial interest shall instruct the Registrar through instructions from
the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement
Legend.

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

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

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

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

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

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

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

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

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

                                       37

<PAGE>

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (c)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

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

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

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

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

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

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

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<PAGE>

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

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

                  (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 shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by his attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

                  (i)      Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following:

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

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

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

                  (ii)     Restricted Definitive Notes to Unrestricted
Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or
Persons who take delivery thereof in the form of an Unrestricted Definitive Note
if:

                                       39

<PAGE>

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                  (1)      if the Holder of such Restricted Definitive Notes
         proposes to exchange such Notes for an Unrestricted Definitive Note, a
         certificate from such Holder in the form of Exhibit C hereto, including
         the certifications in item (1)(d) thereof; or

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

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

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

                  (f)      Exchange Offer.

                  Upon the occurrence of the Exchange Offer in accordance with
the Registration Rights Agreement, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal or via the Depositary's book-entry system
that (x) they are not

                                       40

<PAGE>

broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Persons designated by the Holders of Definitive Notes so
accepted Definitive Notes in the appropriate principal amount.

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

                  (i)      Private Placement Legend.

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

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD,
         PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO
         THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE
         PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY
         APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
         OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
         HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM
         THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
         THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
         THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
         THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
         ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
         (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
         SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
         ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
         COUNSEL IF THE COMPANY SO REQUESTS),

                                       41

<PAGE>

         SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE
         TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER
         IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
         ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF
         THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
         HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY
         PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
         RESTRICTION SET FORTH IN (A) ABOVE."

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

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

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

                  (h)      Cancellation and/or Adjustment of Global Notes.

                  At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who 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

                                       42

<PAGE>

accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such increase.

                  (i)      General Provisions Relating to Transfers and
Exchanges.

         (i)      To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon the Company's order or at the Registrar's request.

         (ii)     No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

         (iii)    The Registrar shall not 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 Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Global Notes or Definitive
Notes surrendered upon such registration of transfer or exchange.

         (v)      The Company 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 the mailing of notice of
redemption under Section 3.02 hereof and ending at the close of business on such
day, (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (c) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.

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

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

         (viii)   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.

                                       43

<PAGE>

SECTION 2.07      REPLACEMENT NOTES.

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

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

SECTION 2.08      OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09      TREASURY NOTES.

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

                                       44

<PAGE>

SECTION 2.10      TEMPORARY NOTES.

                  Until certificates representing Notes are ready for delivery,
the Company 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
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

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

SECTION 2.11      CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
the canceled Notes in its customary manner (subject to the record retention
requirements of the Exchange Act). The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12      DEFAULTED INTEREST.

                  If the Company 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 Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

SECTION 2.13      CUSIP NUMBERS.

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

                                       45

<PAGE>

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

SECTION 3.01      NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) the CUSIP
numbers of the Notes to be redeemed.

SECTION 3.02      SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate. No Notes of $1,000 or less shall be redeemed in part. In the event
of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03      NOTICE OF REDEMPTION.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

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

                  (i)      the redemption date;

                  (ii)     the redemption price;

                  (iii)    if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a

                                       46

<PAGE>

new Note or Notes in principal amount equal to the unredeemed portion shall be
issued upon cancellation of the original Note;

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

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

                  (vi)     that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

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

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

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

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

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

                  One Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

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

                                       47

<PAGE>

SECTION 3.06      NOTES REDEEMED IN PART.

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

SECTION 3.07      OPTIONAL REDEMPTION.

                  (i)      Except as provided below, the Notes shall not be
redeemable at the Company's option prior to June 15, 2006. Thereafter, the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 15 of the years
indicated below:

<TABLE>
<CAPTION>
Year                                                     Percentage
----                                                     ----------
<S>                                                      <C>
2006................................................      104.250%
2007................................................      102.125%
2008 and thereafter.................................      100.000%
</TABLE>

                  (ii)     Notwithstanding the foregoing, at any time prior to
June 15, 2006, the Company may on any one or more occasions redeem up to 35% of
the aggregate principal amount of Notes issued under this Indenture at a
redemption price of 108.500% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that: (A)
at least 65% of the aggregate principal amount of Notes issued under this
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (B)
the redemption must occur within 90 days of the date of the closing of such
Equity Offering.

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

SECTION 3.08      MANDATORY REDEMPTION.

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

SECTION 3.09      OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

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

                  The Asset Sale Offer shall 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

                                       48

<PAGE>

by applicable law (the "Offer Period"). No later than five Business Days after
the termination of the Offer Period (the "Purchase Date"), the Company shall
purchase the principal amount of Notes required to be purchased pursuant to
Section 4.10 hereof (the "Offer Amount") or, if less than the Offer Amount has
been tendered, all Notes 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.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest 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.

                  Upon the commencement of an Asset Sale Offer, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. 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 3.09 and Section 4.10 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 Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer shall
cease to accrue interest after the Purchase Date;

                  (v)      that Holders electing to have a Note purchased
pursuant to an Asset Sale Offer may only elect to have all of such Note
purchased and may not elect to have only a portion of such Note purchased;

                  (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" on the reverse of the
Note completed, or transfer the Note by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

                  (vii)    that Holders shall be entitled to withdraw their
election if the Company, the depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, 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
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Notes to be purchased on a pro rata

                                       49

<PAGE>

basis (with such adjustments as may be deemed appropriate by the Company so that
only Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased); and

                  (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).

                  On or before 10:00 a.m. on the Purchase Date, the Company
shall, to the extent lawful, accept for payment, on a pro rata basis to the
extent necessary, the Offer Amount or portions thereof tendered pursuant to the
Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.

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

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01      PAYMENT OF NOTES.

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

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1.0% per annum in excess of the then applicable interest rate on
the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

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<PAGE>

SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

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

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03 hereof.

SECTION 4.03      REPORTS.

                  Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes and the Trustee,
within the time periods specified in the SEC's rules and regulations: (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report on the annual financial statements by the
Company's certified independent accountants; and (ii) all current reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. In addition, following the consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, whether or not
required by the SEC, the Company shall file a copy of all the information and
reports referred to in clauses (i) and (ii) above with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, the Company and the Subsidiary Guarantors have agreed
that, for so long as any Notes remain outstanding, they shall furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

                  If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial

                                       51

<PAGE>

statements or in the footnotes thereto, and in Management's Discussion and
Analysis of Financial Condition and Results of Operations, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 4.04      COMPLIANCE CERTIFICATE.

                  (a)      The Company and each Guarantor shall (to the extent
that such Guarantor is so required under the TIA) deliver to the Trustee within
90 days after the end of each fiscal year, an Officers' Certificate stating that
a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

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

                  (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

                                       52

<PAGE>

SECTION 4.05      TAXES.

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

SECTION 4.06      STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07      RESTRICTED PAYMENTS.

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

                  (i)      declare or pay any dividend or make any other payment
or distribution on account of the Company's or any of its Restricted
Subsidiaries' Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Company's
or any of its Restricted Subsidiaries' Equity Interests in their capacity as
such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company or payable to the Company or a
Restricted Subsidiary of the Company);

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

                  (iii)    make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness that
is subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at or after the Stated Maturity thereof; or

                  (iv)     make any Restricted Investment (all such payments and
other actions set forth in clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"),

                  unless, at the time of and after giving effect to such
Restricted Payment:

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

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<PAGE>

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

                  (iii)    such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (excluding Restricted Payments
permitted by clauses (ii) through (xii) of the next succeeding paragraph and the
aggregate amount of outstanding Permitted Investments allowed pursuant to clause
(xvi) of the definition of Permitted Investments), is less than the sum, without
duplication, of:

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

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

                           (C)      the lesser of (x) all cash returns
                  (including dividends, interest, distributions, returns of
                  principal and profits on sale) on Restricted Investments that
                  were made after the date of this Indenture (less the cost of
                  disposition, if any); provided that the amount of cash return
                  on such Restricted Investment shall be excluded from
                  Consolidated Net Income for purposes of calculating clause
                  (iii)(A) above on an after tax basis to the extent included in
                  Consolidated Net Income, and (y) the initial amount of such
                  Restricted Investment, plus

                           (D)      upon redesignation of an Unrestricted
                  Subsidiary as a Restricted Subsidiary not in violation of this
                  Indenture, the fair market value of the net assets of such
                  Subsidiary.

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<PAGE>

                  The preceding provisions shall not prohibit:

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

                  (ii)     the making of any Restricted Payment in exchange for,
or out of the net cash proceeds of the substantially concurrent sale (other than
to a Restricted Subsidiary of the Company) of, Equity Interests of the Company
(other than Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such Restricted Payment shall be excluded
from clause (iii)(B) of the preceding paragraph;

                  (iii)    the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness of the Company or any Guarantor with
the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

                  (iv)     the payment of any dividend by a Restricted
Subsidiary of the Company to the holders of its common Equity Interests on a pro
rata basis;

                  (v)      the declaration and payment of dividends to holders
of any class or series of Disqualified Stock of the Company issued after the
date of this Indenture in accordance with Section 4.09 hereof;

                  (vi)     the declaration and payment of regularly accruing
dividends to holders of any class or series of Designated Preferred Stock of the
Company issued on or after the date of this Indenture; provided that at the time
of the designation of such Preferred Stock as Designated Preferred Stock, and
after giving effect to such designation on a pro forma basis (for purposes of
making determinations on a pro forma basis pursuant to this clause (vi),
treating all dividends which will accrue on such Designated Preferred Stock
during the four full fiscal quarters immediately following such issuance, as
well as all other Designated Preferred Stock then outstanding, as if the same
will in fact be, or have in fact been, paid in cash), the Company would have
been able to incur at least $1.00 of additional Indebtedness (other than
Permitted Debt) in accordance with Section 4.09 hereof;

                  (vii)    the retirement of any shares of Disqualified Stock of
the Company by conversion into, or by exchange for, shares of Refinancing
Disqualified Stock of the Company, or out of the Net Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other shares of Refinancing Disqualified Stock of the Company;

                  (viii)   payments to JLL Healthcare LLC in an amount not to
exceed $500,000 per annum to pay its operating and administrative expenses
incurred in the ordinary course of business;

                  (ix)     payments pursuant to the Tax Sharing Agreement;

                  (x)      the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company held by any member of the Company's (or any of its
Restricted Subsidiaries') management pursuant to any management equity
subscription agreement or stock option agreement in effect as of the date of
this Indenture; provided that the aggregate price paid (excluding the
cancellation of debt owing

                                       55

<PAGE>

by such management member) for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $2.0 million in any twelve-month
period.

                  (xi)     the repurchase of Equity Interests deemed to occur
upon the exercise of stock options to the extent such Equity Interests represent
a portion of the exercise price of those stock options;

                  (xii)    the purchase by the Company of fractional shares upon
conversion of any convertible debt securities of the Company into Equity
Interests of the Company; and

                  (xiii)   additional Restricted Payments having an aggregate
amount not to exceed $8.0 million since the date of this Indenture.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued to or by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors.

                  For purposes of determining compliance with this Section 4.07,
in the event that a Restricted Payment meets the criteria of more than one of
the types of Restricted Payments described in the above clauses, the Company, in
its sole discretion, may order and classify, and from time to time may reorder
and reclassify, such Restricted Payment if it would have been permitted at the
time such Restricted Payment was made and at the time of any such
reclassification.

SECTION 4.08      DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                  SUBSIDIARIES.

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

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

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

                  (iii)    transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries.

                  However, the preceding restrictions shall not apply to
encumbrances or restrictions existing under or by reasons of:

                                       56

<PAGE>

                  (i)      Existing Indebtedness and the Credit Agreement as in
effect on the date of this Indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in such Existing
Indebtedness, as in effect on the date of this Indenture;

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

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

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

                  (v)      customary non-assignment provisions in leases or
other agreements entered into in the ordinary course of business;

                  (vi)     customary restrictions in Capital Lease Obligations,
security agreements or mortgages securing Indebtedness of the Company or a
Restricted Subsidiary to the extent such restrictions restrict the transfer of
the property subject to such Capital Lease Obligations, security agreements and
mortgages;

                  (vii)    any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;

                  (viii)   Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

                  (ix)     Liens securing Indebtedness that limit the right of
the debtor to dispose of the assets subject to such Lien;

                  (x)      provisions with respect to the disposition or
distribution of assets or property in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements entered into in
the ordinary course of business;

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

                  (xii)    contracts entered into in the ordinary course of
business, not relating to any Indebtedness, and that do not, individually or in
the aggregate, detract from the value of

                                       57

<PAGE>

property or assets of the Company or any Restricted Subsidiary in any manner
material to the Company or any Restricted Subsidiary;

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

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

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

SECTION 4.09      INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

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

                  The first paragraph of this Section 4.09 shall not prohibit
any of the following (collectively, "Permitted Debt"):

                  (i)      the incurrence by the Company and any Restricted
Subsidiary of additional Indebtedness and letters of credit under Credit
Facilities in an aggregate principal amount at any one time outstanding under
this clause (i) (with letters of credit being deemed to have a principal amount
equal to the face amount thereof) not to exceed $350.0 million plus the greater
of (x) $125.0 million and (y) the amount equal to 85% of the net book value of
receivables and 65% of the net book value of inventory of the Company and its
Restricted Subsidiaries on a consolidated basis at the time such Indebtedness is
incurred, as determined in accordance with GAAP, less the aggregate amount of
all scheduled repayments and mandatory prepayments, of the principal amount of
any term Indebtedness under a Credit Facility (other than repayments that are
concurrently reborrowed) that have actually been made since the date of this
Indenture and less the aggregate amount of all Net Proceeds of Asset Sales that
have actually been applied by the Company or any of its Restricted Subsidiaries
since the date of this Indenture

                                       58

<PAGE>

to repay revolving credit Indebtedness to the extent that the corresponding
revolving credit commitments have been permanently reduced under a Credit
Facility pursuant to Section 4.10 hereof (provided that such amount shall be
reduced to the extent of any reduction or elimination of any commitment under
any Credit Facility resulting from or relating to the consummation of any
Qualified Receivables Transaction; provided that such reduction shall apply only
for so long as such Qualified Receivables Transaction is in effect);

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

                  (iii)    the incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes and the related Subsidiary Guarantees to
be issued on the date of this Indenture and the Exchange Notes and the related
Subsidiary Guarantees to be issued pursuant to the Registration Rights
Agreement;

                  (iv)     the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case,
incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the
business of the Company or such Restricted Subsidiary, in an aggregate principal
amount, including all Permitted Refinancing Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause (iv), not
to exceed the greater of $50.0 million and 3% of Total Assets at any time
outstanding;

                  (v)      the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance or replace
Indebtedness (other than intercompany Indebtedness) that was permitted by this
Indenture to be incurred under the first paragraph of this Section 4.09 or
clauses (ii), (iii), (iv), (v), (xiv) or (xviii) of this paragraph;

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

                           (A)      if the Company or any Guarantor is the
                  obligor on such Indebtedness, unless such Indebtedness is
                  owing to the Company or another Guarantor, such Indebtedness
                  must be expressly subordinated to the prior payment in full in
                  cash of all Obligations with respect to the Notes, in the case
                  of the Company, or the Subsidiary Guarantee, in the case of a
                  Guarantor; and

                           (B)      (x) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Restricted
                  Subsidiary thereof and (y) any sale or other transfer of any
                  such Indebtedness to a Person that is not either the Company
                  or a Restricted Subsidiary thereof; shall be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or

                                       59

<PAGE>

                  such Restricted Subsidiary, as the case may be, that was not
                  permitted by this clause (vi);

                  (vii)    the issuance by any Restricted Subsidiary of
preferred stock to the Company and any of its Restricted Subsidiaries; provided,
however, that (a) any subsequent issuance or transfer of Equity Interests that
results in any such preferred stock being held by a Person other than the
Company or a Restricted Subsidiary thereof and (b) any sale or other transfer of
any such preferred stock to a Person that is not either the Company or a
Restricted Subsidiary thereof; shall be deemed, in each case, to constitute an
issuance of such preferred stock by such Restricted Subsidiary that was not
permitted by this clause (vii);

                  (viii)   the issuance of Refinancing Disqualified Stock,
Refinancing Preferred Stock and Refinancing Subsidiary Preferred Stock;

                  (ix)     the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose
of fixing or hedging (a) interest rate risk with respect to any floating or
fixed rate Indebtedness that is permitted by the terms of this Indenture to be
outstanding or (b) fluctuations in foreign currency exchange rates or commodity
prices, with respect to currencies or commodities used by the Company or its
Restricted Subsidiaries in the ordinary course of business;

                  (x)      the guarantee by the Company or any of the Guarantors
of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this Section 4.09;

                  (xi)     the accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock shall not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section
4.09; provided, in each such case, that the amount thereof is included in Fixed
Charges of the Company as accrued;

                  (xii)    Indebtedness of the Company or any Restricted
Subsidiary arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course of
business; provided, that such Indebtedness is extinguished within five business
days of incurrence;

                  (xiii)   Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, including, without limitation,
in order to provide security for workers' compensation claims or payment
obligations in connection with self-insurance and other Indebtedness with
respect to workers' compensation claims, self-insurance and similar obligations
of the Company or any Restricted Subsidiary;

                  (xiv)    the incurrence by the Company of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable)
(which amount may, but need not be, incurred

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in whole or in part under the Credit Facilities) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (xiv), not to
exceed $100.0 million;

                  (xv)     Indebtedness arising from any agreement entered into
by the Company or any of its Restricted Subsidiaries providing for
indemnification, purchase price adjustment, holdback, contingency payment
obligations based on the performance of the acquired or disposed assets or
similar obligations (other than Guarantees of Indebtedness) incurred by any
Person in connection with the acquisition or disposition of assets permitted by
this Indenture;

                  (xvi)    trade letters of credit, performance and surety
bonds, completion guarantees or similar arrangements of the Company or any of
its Restricted Subsidiaries in the ordinary course of business;

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

                  (xviii)  Acquired Debt of Restricted Subsidiaries acquired or
assumed by the Company or another Restricted Subsidiary of the Company, or
resulting from the merger or consolidation of one or more Persons into or with
one or more Restricted Subsidiaries of the Company; provided, that (a) such
Acquired Debt is not incurred in contemplation of the respective acquisition,
merger or consolidation, and (b) after giving effect to any Acquired Debt
acquired or assumed pursuant to this clause (xviii), the Company would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of this
Section 4.09; and

                  (xix)    the incurrence by a Receivables Subsidiary of
Indebtedness in a Qualified Receivables Transaction.

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (i) through
(xix) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.09, the Company shall be permitted to classify such item of
Indebtedness on the date of its incurrence, or from time to time reclassify all
or a portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture shall be
deemed to have been incurred on such date in reliance on the exception provided
by clause (i) of the definition of Permitted Debt. Notwithstanding anything to
the contrary in this Section 4.09, for so long as Biltmore Surgery Center, L.P.
is not a Guarantor, Biltmore Surgery Center, L.P. may not incur Indebtedness
under clauses (i), (iv) and (xviii) of this paragraph in an aggregate principal
amount at any time outstanding in excess of $10.0 million

SECTION 4.10      ASSET SALES.

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

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                  (i)      the Company (or the Restricted Subsidiary, as the
case may be) receives consideration at the time of such Asset Sale at least
equal to the fair market value of the assets or Equity Interests issued or sold
or otherwise disposed of (as reasonably determined by the Company or such
Restricted Subsidiary); and

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

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

                           (B)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are (subject to ordinary settlement
                  periods) converted by the Company or such Restricted
                  Subsidiary into cash (to the extent of the cash received in
                  that conversion) within 180 days of the applicable Asset Sale.

                  Notwithstanding the foregoing, the 75% limitation referred to
in clause (ii) shall not apply to any Asset Sale in which the cash or Cash
Equivalents portion of the consideration received therefrom, determined in
accordance with the foregoing provision, is equal to or greater than what the
after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation.

                  Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option:

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

                  (ii)     to acquire all or substantially all of the assets of,
or the Voting Stock of, another Permitted Business;

                  (iii)    to make capital expenditures; or

                  (iv)     to acquire other assets that are used or useful in a
Permitted Business;

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

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                  Notwithstanding the foregoing, in the event that a Restricted
Subsidiary dividends or distributes to all of its stockholders on a pro rata
basis any proceeds of an Asset Sale to the Company or another Restricted
Subsidiary, the Company or such Restricted Subsidiary need only apply its share
of such proceeds in accordance with the preceding clauses (i) through (iv).

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

                  Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph will constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company shall make an Asset Sale Offer to all Holders of Notes and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds. The offer price in any Asset Sale
Offer will be equal to 100% of principal amount plus accrued and unpaid interest
and Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis based on the
principal amount of Notes and such other pari passu Indebtedness tendered. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

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

                  The agreements governing the Company's outstanding Senior Debt
currently prohibit the Company from purchasing any Notes, and also provides that
certain change of control or asset sale events with respect to the Company would
constitute a default under these agreements. Any future credit agreements or
other agreements relating to Senior Debt to which the Company becomes a party
may contain similar restrictions and provisions. In the event a Change of
Control or Asset Sale occurs at a time when the Company is prohibited from
purchasing Notes, the Company could seek the consent of its senior lenders to
the purchase of Notes or could attempt to refinance the borrowings that contain
such prohibition. If the Company does not obtain such a consent or repay such
borrowings, the Company shall remain prohibited from purchasing Notes. In such
case, the Company's failure to purchase tendered Notes would constitute an Event
of Default under this Indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in this
Indenture would likely restrict payments to the Holders of Notes.

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SECTION 4.11      TRANSACTIONS WITH AFFILIATES.

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

                  (i)      such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and

                  (ii)     the Company delivers to the Trustee:

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

                           (B)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $20.0 million, an opinion as to the
                  fairness to the Holders of such Affiliate Transaction from a
                  financial point of view issued by an accounting, appraisal or
                  investment banking firm of national standing.

                  The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of the prior
paragraph:

                  (i)      reasonable fees and compensation paid to, and
indemnity and similar arrangements provided on behalf of, officers, directors or
employees of the Company or any Restricted Subsidiary of the Company as
determined in good faith by the Company' Board of Directors or senior
management;

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

                  (iii)    the payment of management fees to any Affiliate of
the Company not to exceed in the aggregate to all Affiliates, in any
twelve-month period, the greater of (a) $1.0 million and (b) an amount equal to
1.0% of Consolidated Cash Flow and the reimbursement of expenses incurred by
Affiliates from time to time in the course of providing management, investment
banking, commercial banking, or financial advisory services to, or monitoring
their investments in, the Company;

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                  (iv)     Permitted Investments or Restricted Payments that are
permitted by the provisions of Section 4.07;

                  (v)      loans and advances to officers and employees of the
Company or any of its Restricted Subsidiaries for bona fide business purposes in
the ordinary course of business;

                  (vi)     transactions between the Company and any of its
Affiliates involving investment banking, commercial banking, financial advisory
and related activities;

                  (vii)    issuances of securities or payments or distributions
in connection with employment incentive plans, employee stock plans, employees
stock option plans and similar plans and arrangements approved by the Board of
Directors of the Company;

                  (viii)   sales and issuances of the Capital Stock of the
Company (other than Disqualified Stock) to the extent otherwise permitted under
this Indenture;

                  (ix)     any agreements or arrangements in effect on, or
entered into on or prior to, the date of this Indenture (including the Tax
Sharing Agreement), or any amendment, modification, or supplement thereto or any
replacement thereof, so long as any such amendment, modification, supplement or
replacement agreement is not materially more disadvantageous to the Holders of
the Notes than the original agreements as in effect on the date of this
Indenture, as determined in good faith by the Company's Board of Directors or
senior management, and any transactions contemplated by any of the foregoing
agreements or arrangements;

                  (x)      the existence of, or the performance by the Company
or any of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement, partnership agreement or limited liability company
members agreement (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the date of this
Indenture and any similar agreements which it may enter into thereafter, in each
case subject to compliance with the other provisions of this Indenture;
provided, however, that the existence, or the performance by the Company or any
of its Restricted Subsidiaries of obligations under any future amendment to any
such existing agreement or under any similar agreement entered into after the
date of this Indenture shall only be permitted by this clause (x) to the extent
that the terms (taken as a whole) of any such amendment or new agreement are not
otherwise materially disadvantageous to the holders of the Notes, as determined
in good faith by the Company's Board of Directors or senior management; and

                  (xi)     transactions between or among the Company and/or its
Subsidiaries or transactions between a Receivables Subsidiary and any Person in
which the Receivables Subsidiary has an Investment.

SECTION 4.12      LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness or trade payables on
any asset now owned or hereafter acquired, except Permitted Liens, unless:

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                  (i)      if such Lien secures Indebtedness which is
subordinated to the Notes, any such Lien shall be subordinated to the Lien
granted to the holders of the Notes to the same extent as such Indebtedness is
subordinated to the Notes; and

                  (ii)     in all other cases, the Notes are equally and ratably
secured.

SECTION 4.13      CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.14      OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                  (a)      If a Change of Control occurs, each Holder of Notes
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") on the terms set forth
in this Section 4.14. In the Change of Control Offer, the Company shall offer
payment in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Company shall mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on the Change of Control Payment Date
specified in such notice (the "Change of Control Payment Date"), which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed, pursuant to the procedures required by this Indenture and
described in such notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the provisions of this Section 4.14 by virtue of
such conflict.

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful:

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

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

                  (iii)    deliver or cause to be delivered to the Trustee the
Notes so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.

                  (b)      The Paying Agent shall promptly mail to each Holder
of Notes so tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note shall
be in a principal amount of $1,000 or an integral multiple thereof.

                  (c)      Prior to complying with any of the provisions of this
Section 4.14, but in any event within 90 days following a Change of Control, the
Company shall either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this Section 4.14. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

                  (d)      The Company shall first comply with the covenant in
the first sentence in the immediately preceding paragraph before it shall be
required to repurchase Notes pursuant to the provisions described above. The
Company's failure to comply with the covenant described in the immediately
preceding sentence may (with notice and lapse of time) constitute an Event of
Default described under clause (ii) under Section 6.01.

                  (e)      The provisions described above that require the
Company to make a Change of Control Offer following a Change of Control will be
applicable regardless of whether any other provisions of this Indenture are
applicable. Except as described above with respect to a Change of Control, this
Indenture does not contain provisions that permit the Holders of the Notes to
require that the Company repurchase or redeem the Notes in the event of a
takeover, recapitalization or similar transaction.

                  (f)      Notwithstanding anything to the contrary in this
Section 4.14, the Company shall not be required to make a Change of Control
Offer upon 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 4.14 and Section 3.09 hereof and all
other provisions of this Indenture applicable to a Change of Control Offer made
by the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

SECTION 4.15      NO SENIOR SUBORDINATED DEBT.

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

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SECTION 4.16      ADDITIONAL SUBSIDIARY GUARANTEES.

                  If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a
Domestic Subsidiary of the Company after the date of this Indenture, then that
newly acquired or created Domestic Subsidiary must become a Guarantor and
execute a supplemental indenture and deliver an Opinion of Counsel to the
Trustee; provided, that no such Domestic Subsidiary shall be required to become
a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel
(a) for so long as a Credit Agreement shall be in effect, if it is not an
obligor thereunder and is not required to deliver a Guarantee under such Credit
Agreement of the obligations of the Company thereunder or (b) if such Domestic
Subsidiary is a Receivables Subsidiary.

SECTION 4.17      BUSINESS ACTIVITIES.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to the Company and its Subsidiaries taken
as a whole. Any Receivables Subsidiary and any Subsidiary thereof may engage in
a business related or ancillary to a Qualified Receivables Transaction.

SECTION 4.18      DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

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

                                   ARTICLE 5
                                   SUCCESSORS

SECTION 5.01      MERGER, CONSOLIDATION, OR SALE OF ASSETS.

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

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

                  (ii)     the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition shall have been made
assumes all the obligations of the Company under the Notes, this Indenture and
the Registration Rights Agreement pursuant to agreements reasonably satisfactory
to the Trustee;

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

                  (iv)     the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made,
shall, on the date of such transaction after giving pro forma effect thereto and
any related financing transactions as if the same had occurred at the beginning
of the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

                  In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply to
(x) a merger, consolidation, sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any Guarantor or (y)
transfers of accounts receivable and related assets of the type specified in the
definition of "Qualified Receivables Transaction" (or a fractional undivided
interest therein) by a Receivables Subsidiary in a Qualified Receivables
Transaction.

                  Notwithstanding the foregoing clause (iv), the Company may
merge with an Affiliate incorporated or organized solely either (a) for the
purpose of reincorporating or reorganizing the Company in another jurisdiction
or (b) to realize tax benefits without complying with the foregoing clause (iv)
provided, that, immediately after giving effect to such transaction on a pro
forma basis, either (x) the surviving entity could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under Section 4.09
hereof and (y) the Fixed Charge Coverage Ratio of the surviving entity is not
less than the Fixed Charge Coverage Ratio of the Company immediately prior to
such transaction and the surviving entity conducts no business other than a
Permitted Business except to such extent as would not be material to such
surviving entity and its Restricted Subsidiaries taken as a whole.

SECTION 5.02      SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or

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

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

                  Each of the following is an Event of Default:

                  (i)      default for 30 days in the payment when due of
interest on, or Liquidated Damages with respect to, the Notes (whether or not
prohibited by Article 10 hereof);

                  (ii)     default in payment when due of the principal of, or
premium, if any, on the Notes (whether or not prohibited by Article 10 hereof);

                  (iii)    failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.10 or 5.01 hereof;

                  (iv)     failure by the Company or any of its Subsidiaries to
comply with any of the other covenants in this Indenture for a period of 60
consecutive days after written notice by the Trustee or by the Holders of at
least 25% in principal amount of the Notes;

                  (v)      default under any mortgage, indenture or instrument
under which there is issued and outstanding any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, if that default:

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

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

in the case of both clauses (A) and (B), only if the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15.0 million or more;

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                  (vi)     failure by the Company or any of its Subsidiaries to
pay final judgments aggregating in excess of $10.0 million (net of any amounts
covered by insurance or indemnity arrangements provided by a reputable and
creditworthy insurance company or other Person), which judgments are not paid,
discharged or stayed for a period of 60 consecutive days after such judgments
become final and non-appealable;

                  (vii)    except as permitted by this Indenture, any Subsidiary
Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor that is a Significant
Subsidiary, or any Person acting on behalf of any Guarantor that is a
Significant Subsidiary, shall deny or disaffirm its obligation under its
Subsidiary Guarantee;

                  (viii)   the Company or any of its Restricted Subsidiaries,
which is a Significant Subsidiary, pursuant to or within the meaning of
Bankruptcy Law:

         (A)      commences a voluntary case,

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

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

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

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

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

         (A)      is for relief against the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary in an involuntary case;

         (B)      appoints a custodian of the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary or for all or substantially all of
         the property of the Company or any of its Significant Subsidiaries or
         any group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary; or

         (C)      orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

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

SECTION 6.02      ACCELERATION.

                  In the case of an Event of Default arising from an Event of
Default specified in clauses (viii) and (ix) of Section 6.01 hereof, with
respect to the Company, all outstanding Notes

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<PAGE>

will become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee (upon request of
Holders of at least 25% in principal amount of the Notes then outstanding) or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable by notice in writing to the
Company and the Trustee specifying the respective Event of Default and that such
notice is a "notice of acceleration" (the "Acceleration Notice"), and the same
(i) shall become immediately due and payable or (ii) if there are any amounts
outstanding under the Credit Agreement, shall become immediately due and payable
upon the first to occur of an acceleration under the Credit Agreement or five
Business Days after receipt by the Company and the Representative under the
Credit Agreement of such Acceleration Notice but only if such Event of Default
is then continuing. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by written notice to the Trustee may on behalf of all
of the Holders rescind an acceleration 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.

                  If an Event of Default occurs on or after June 15, 2006, by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company in bad faith with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of
the Notes, an equivalent premium shall also become and be immediately due and
payable, to the extent permitted by law, anything in this Indenture or in the
Notes to the contrary notwithstanding. If an Event of Default occurs prior to
June 15, 2006, by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company in bad faith with the intention of
avoiding the prohibition on redemption of the Notes prior to June 15, 2006,
then, upon acceleration of the Notes, an additional premium shall also become
and be immediately due and payable in an amount, for each of the years beginning
on each of the years set forth below, as set forth below (expressed as a
percentage of the aggregate principal amount to the date of payment that would
otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
YEAR                         PERCENTAGE
<S>                          <C>
2003.......................   108.500%
2004.......................   107.084%
2005.......................   105.668%
</TABLE>

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 and Liquidated Damages, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

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

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<PAGE>

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

SECTION 6.05      CONTROL BY MAJORITY.

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

SECTION 6.06      LIMITATION ON SUITS.

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

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

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

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

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

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

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

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<PAGE>

SECTION 6.07      RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

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

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due 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 6.10      PRIORITIES.

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

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<PAGE>

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

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

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

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11      UNDERTAKING FOR COSTS.

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

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

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

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

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

                  (ii)     in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, in the
case of any certificates or opinions required to be provided to the Trustee by
any provision hereof the Trustee shall examine the certificates and opinions to

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<PAGE>

determine whether or not they conform to the requirements of this Indenture but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein.

                  (c)      The Trustee may not be relieved from 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 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.

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

                  (e)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
shall be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity 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
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 7.02      RIGHTS OF TRUSTEE.

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

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

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

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<PAGE>

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

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

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

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

                  (h)      The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to 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 Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee 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 Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

SECTION 7.05      NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default

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<PAGE>

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

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

                  Within 90 days after each September 30 beginning with the
September 30 following the date of this Indenture, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c).

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

SECTION 7.07      COMPENSATION AND INDEMNITY.

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

                  The Company and each Guarantor, jointly and severally,
covenant and agree to indemnify each of the Trustee or any predecessor Trustee
for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, or any Guarantor, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent that such loss, claim, liability or
expense is due to its own negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company or any Guarantor
of its obligations hereunder. The Company and each Guarantor covenant and agree
to defend the claim and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Company and each Guarantor, jointly and
severally, covenant and agree to pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

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<PAGE>

                  The obligations of the Company and each Guarantor, jointly and
severally, under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture.

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

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

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

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

                  (a)      the Trustee fails to comply with Section 7.10 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 Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

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

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<PAGE>

         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 Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50 million as set forth in its most recent published annual report of
condition.

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

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

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<PAGE>

SECTION 8.02      LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its Obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company 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 Indenture
referred to in (i) and (ii) below, and to have satisfied all of its obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

                  (i)      the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section 8.04, payments in respect of the principal of and
premium, interest and Liquidated Damages, if any, on such Notes when such
payments are due;

                  (ii)     the Company's obligations with respect to such Notes
under Article 2 and Section 4.02 hereof;

                  (iii)    the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company's obligations in connection therewith; and

                  (iv)     this Article 8.

                  Subject to compliance with this Article 8, the Company 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 Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their respective obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply

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<PAGE>

shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) through 6.01(vii) 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:

                  (i)      the Company must irrevocably deposit, with the
Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable 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, or interest and premium
and Liquidated Damages, if any, on the outstanding Notes on the stated maturity
thereof or on the applicable redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to maturity or to a
particular redemption date;

                  (ii)     in the case of Legal Defeasance, the Company must
deliver to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (B) since
the date of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

                  (iii)    in the case of Covenant Defeasance, the Company must
deliver to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

                  (iv)     no Default or Event of Default shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) or
insofar as Events of Default from bankruptcy or insolvency events are concerned,
at any time in the period ending on the 91st day after the date of deposit;

                  (v)      such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture but in any event including
the Credit Agreement) to which the Company or any of its Subsidiaries is a party
or by which the Company or any of its Subsidiaries is bound;

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                  (vi)     the Company must deliver to the Trustee an Opinion of
Counsel in the United States to the effect that, assuming no intervening
bankruptcy of the Company or any Guarantor between the date of deposit and the
91st day following the deposit and assuming that no Holder is an "insider" of
the Company under applicable bankruptcy law, after the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights and remedies generally;

                  (vii)    the Company must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Notes over other creditors of the Company, or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

                  (viii)   the Company must deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

SECTION 8.05      DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                  OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company and each Guarantor, jointly and severally,
covenant and agree to pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

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

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SECTION 8.06      REPAYMENT TO COMPANY.

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

SECTION 8.07      REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's and each Guarantor's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company 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 Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Subsidiary Guarantees without the consent of any Holder of a Note:

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

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

                  (iii)    to provide for the assumption of the Company's or any
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or a Guarantor pursuant to Article 5 or Article 11 hereof;

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

                  (v)      to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA;

                  (vi)     to provide for the issuance of Additional Notes in
accordance with the provisions set forth in this Indenture; or

                  (vii)    to allow any Guarantor to execute a supplemental
indenture and/or a Subsidiary Guarantee with respect to the Notes.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company and
the Guarantors in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this Indenture
or otherwise.

SECTION 9.02      WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture (including
Section 3.09, 4.10 and 4.14 hereof), the Notes or the Subsidiary Guarantees with
the consent of the Holders of at least a majority in principal amount Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including 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, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the
Subsidiary Guarantees 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 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders 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 Company in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the

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Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):

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

                  (ii)     reduce the principal of or change the fixed maturity
of any Note or alter or waive any of the provisions with respect to the
redemption of the Notes, (other than provisions relating to Sections 3.09, 4.10
or 4.14 hereof);

                  (iii)    reduce the rate of or change the time for payment of
interest, including default interest, on any Note;

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

                  (v)      make any Note payable in money other than that stated
in the Notes;

                  (vi)     make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders of Notes to
receive payments of principal of or premium, interest or Liquidated Damages, if
any, on the Notes;

                  (vii)    waive a redemption payment with respect to any Note,
(other than a payment required by Section 3.09, 4.10 or 4.14 hereof);

                  (viii)   make any change in the foregoing amendment and waiver
provisions; or

                  (ix)     release any Guarantor from any of its obligations
under its Subsidiary Guarantee or this Indenture, except in accordance with the
terms of this Indenture.

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SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA 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.

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
Company 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 amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon an Officers' Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture and that such amendment is the
legal, valid and binding obligation of the Company and any Guarantors,
enforceable against them in accordance with their terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01     AGREEMENT TO SUBORDINATE.

                  The Company agrees, and each Holder by accepting a Note
agrees, that the principal of and premium, interest and Liquidated Damages, if
any, and any other Obligations on, or relating to the Notes are subordinated in
right of payment, to the extent and in the manner

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provided in this Article 10, to the prior payment in full in cash or Cash
Equivalents (other than Cash Equivalents of the type referred to in clauses
(iii) and (iv) of the definition thereof) of all Senior Debt of the Company
(whether outstanding on the date hereof or hereafter created, incurred, assumed
or guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

SECTION 10.02     CERTAIN DEFINITIONS.

                  "Designated Senior Debt" means:

                  (i)      any Indebtedness under or in respect of the Credit
Agreement; and

                  (ii)     any other Senior Debt permitted under this Indenture
the principal amount of which is $25.0 million or more and that has been
designated by the Company in the instrument or agreement relating to the same as
"Designated Senior Debt."

                  "Permitted Junior Securities" means debt or equity securities
of the Company or any successor corporation issued pursuant to a plan of
reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Debt of the Company at least to the same
extent that the Notes are subordinated to the payment of all Senior Debt of the
Company on the date of this Indenture, so long as:

                  (i)      the effect of the use of this defined term in the
provisions of Article 10 hereof is not to cause the Notes to be treated as part
of (A) the same class of claims as the Senior Debt of the Company or (B) any
class of claims pari passu with, or senior to, the Senior Debt of the Company
for any payment or distribution in any case or proceeding or similar event
relating to the liquidation, insolvency, bankruptcy, dissolution, winding up or
reorganization of the Company; and

                  (ii)     to the extent that any Senior Debt of the Company
outstanding on the date of consummation of any such plan of reorganization or
readjustment is not paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (iii) and (iv) of the definition
thereof) on such date, either (A) the holders of any such Senior Debt not so
paid in full in cash or Cash Equivalents (other than Cash Equivalents of the
type referred to in clauses (iii) and (iv) of the definition thereof) have
consented to the terms of such plan of reorganization or readjustment or (B)
such holders receive securities which constitute Senior Debt of the Company
(which are guaranteed pursuant to guarantees constituting Senior Debt of each
Guarantor) and which have been determined by the relevant court to constitute
satisfaction in full in money or money's worth of any Senior Debt of the Company
(and any related Senior Debt of the Guarantors) not paid in full in cash or Cash
Equivalents (other than Cash Equivalents of the type referred to in clauses
(iii) and (iv) of the definition thereof).

                  A "distribution" may consist of cash, securities or other
property, by set-off or otherwise.

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SECTION 10.03     LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company, in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, in an assignment for the benefit of creditors or in any marshalling of
the Company's assets and liabilities:

                  (i)      holders of Senior Debt shall be entitled to receive
payment in full in cash or Cash Equivalents (other than Cash Equivalents of the
type referred to in clauses (iii) and (iv) of the definition thereof) of all
Obligations due in respect of such Senior Debt (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Debt, whether or not such interest is an allowable claim) before Holders
of the Notes shall be entitled to receive any payment or distribution of any
kind or character with respect to any Obligations on, or relating to, the Notes
(except that Holders may receive and retain (A) Permitted Junior Securities and
(B) payments and other distributions made from any defeasance trust created
pursuant to Article 8 hereof, so long as the trust was created in accordance
with all relevant conditions specified in Article 8 hereof); and

                  (ii)     until all Obligations with respect to Senior Debt (as
provided in subsection (i) above) are paid in full, any distribution to which
Holders would be entitled but for this Article 10 shall be made to holders of
Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
Securities and (B) payments and other distributions made from any defeasance
trust created pursuant to Article 8 hereof), as their interests may appear.

SECTION 10.04     DEFAULT ON DESIGNATED SENIOR DEBT.

                  The Company may not make any payment or distribution of any
kind or character to the Trustee or any Holder with respect to any Obligations
on, or relating to, the Notes and may not acquire from the Trustee or any Holder
any Notes for cash or property (other than (x) Permitted Junior Securities and
(y) payments and other distributions made from any defeasance trust created
pursuant to Article 8 hereof, so long as the trust was created in accordance
with all relevant conditions specified in Article 8 hereof) until all principal
and other Obligations with respect to the Senior Debt have been paid in full in
cash or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (iii) and (iv) of the definition thereof) if:

                  (i)      a default in the payment when due, whether at
maturity, upon redemption, declaration or otherwise, of any principal of,
interest on, unpaid drawings for letters of credit issued in respect of, or any
other Obligations with respect to any Designated Senior Debt of the Company
occurs and is continuing; or

                  (ii)     a default, other than a default referred to in clause
(i) of this Section 10.04, on Designated Senior Debt of the Company occurs and
is continuing that then permits holders of such Designated Senior Debt to
accelerate its maturity and the Trustee receives a written notice of such
default (a "Payment Blockage Notice") from the holders or a Representative of
such Designated Senior Debt. If the Trustee receives any such Payment Blockage
Notice, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 10.04 unless

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and until at least 360 days shall have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice. No nonpayment default that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice
unless such default shall have been waived for a period of not less than 90
consecutive days.

                  The Company may and shall resume payments on and distributions
with respect to any Obligations on, or with respect to, the Notes and may
acquire them upon the earlier of:

                  (i)      in the case of a default referred to in clause (i) of
the immediately preceding paragraph, the date upon which the default is cured or
waived, or

                  (ii)     in the case of a default referred to in clause (ii)
of the immediately preceding paragraph, the earlier of (A) the date on which all
nonpayment defaults are cured or waived, (B) 179 days after the date of delivery
of the applicable Payment Blockage Notice or (C) the date on which the Trustee
receives notice from the Representative for such Designated Senior Debt
rescinding the Payment Blockage Notice, unless the maturity of any such
Designated Senior Debt has been accelerated.

SECTION 10.05     ACCELERATION OF NOTES.

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

SECTION 10.06     WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives any
payment or distribution of any kind or character, whether in cash, properties or
securities, in respect of any Obligations with respect to the Notes (other than
(x) Permitted Junior Securities and (y) payments and other distributions made
from any defeasance trust created pursuant to Article 8 hereof) at a time when
such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall
be held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, (on a pro rata basis
based on the aggregate principal amount of the Senior Debt), to the holders of
Senior Debt or their Representative under the indenture or other agreement (if
any) pursuant to which such Senior Debt may have been issued for application to
the payment of all Obligations with respect to Senior Debt remaining unpaid to
the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

                  If any Holder or the Trustee is required by any court or
otherwise to deliver payments it received by the Company or Guarantor to a
holder of Senior Debt, any amount so paid to the extent theretofore discharged,
shall be reinstated in full force and effect.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or

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distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Debt shall be entitled by virtue of
this Article 10, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

SECTION 10.07     NOTICE BY COMPANY.

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

SECTION 10.08     SUBROGATION.

                  After all Senior Debt is paid in full and until the Notes are
paid in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.09     RELATIVE RIGHTS.

                  This Article 10 defines the relative rights of Holders of
Notes and holders of Senior Debt. Nothing in this Indenture shall:

                  (i)      impair, as between the Company and Holders of Notes,
the obligation of the Company, which is absolute and unconditional, to pay
principal of and interest and Liquidated Damages, if any, on the Notes in
accordance with their terms;

                  (ii)     affect the relative rights of Holders of Notes and
creditors of the Company other than their rights in relation to holders of
Senior Debt; or

                  (iii)    prevent the Trustee or any Holder of Notes from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Debt to receive distributions and
payments otherwise payable to Holders of Notes.

                  If the Company fails because of this Article 10 to pay
principal of or interest on a Note on the due date, the failure shall
nevertheless be a Default or Event of Default.

SECTION 10.10     SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

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SECTION 10.11     DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

SECTION 10.12     RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.13     AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of Notes, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 10, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

SECTION 10.14     AMENDMENTS

                  Without the consent of at least 75% in principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), no waiver or amendment
to this Indenture may make any change in the provisions of this Article 10 that
adversely affects the rights of any Holder of Notes.

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                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

SECTION 11.01     SUBSIDIARY GUARANTEE.

                  Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

                  (i)      the principal of and interest 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 Company 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 performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.

                  Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. The Guarantors
hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant
that this Subsidiary Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the

                                       93

<PAGE>

purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Subsidiary Guarantee. The Guarantors shall have the
right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Subsidiary
Guarantee.

SECTION 11.02     SUBORDINATION OF SUBSIDIARY GUARANTEE.

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

SECTION 11.03     LIMITATION ON GUARANTOR LIABILITY.

                  Each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Subsidiary Guarantee and this
Article 11 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.

SECTION 11.04     EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

                  To evidence its Subsidiary Guarantee set forth in Section
11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed, by manual or
facsimile signature, by an Officer of such Guarantor on each Note authenticated
and delivered by the Trustee and that this Indenture shall be executed on behalf
of such Guarantor by an Officer thereof.

                  Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

                                       94

<PAGE>

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

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

                  In the event that the Company creates or acquires any other
Domestic Subsidiaries subsequent to the date of this Indenture, or if any
current or future Subsidiaries become Domestic Subsidiaries subsequent to the
date of this Indenture, if required by Section 4.17 hereof, the Company shall
cause such Subsidiaries to execute supplemental indentures to this Indenture in
accordance with Section 4.17 hereof, and this Article 11, to the extent
applicable.

SECTION 11.05     GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

                  No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another corporation,
Person or entity whether or not affiliated with such Guarantor unless:

                  (i)      subject to Section 11.06 hereof, the Person formed by
or surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Notes, this Indenture, the Registration Rights Agreement and the Subsidiary
Guarantee on the terms set forth herein or therein; and

                  (ii)     immediately after giving effect to such transaction,
no Default or Event of Default exists.

                  In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

                  Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses (i) and (ii) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

                                       95

<PAGE>

SECTION 11.06     RELEASES FOLLOWING SALE OF ASSETS.

                  In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Subsidiary
Guarantee.

                  Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION 12.01     SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when

                  (a)      either:

                  (i)      all Notes that have been authenticated (except lost,
stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust and thereafter repaid to
the Company) have been delivered to the Trustee for cancellation; or

                  (ii)     all Notes that have not been delivered to the Trustee
for cancellation have become due and payable by reason of the making of a notice
of redemption or otherwise or will become due and payable within one year and
the Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable 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 delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of maturity or
redemption;

                  (b)      no Default or Event of Default 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

                                       96

<PAGE>

in a breach or violation of, or constitute a default under, any other instrument
to which the Company or any Guarantor is a party or by which the Company or any
Guarantor is bound;

                  (c)      the Company or any Guarantor has paid or caused to be
paid all sums payable by it under the Indenture; and

                  (d)      the Company has delivered irrevocable instructions to
the Trustee under the Indenture 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 Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

SECTION 12.02     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
4.19 hereof, all money deposited with the Trustee pursuant to Section 12.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to Persons entitled thereto, of the principal (and
premium, if any), interest and Liquidated Damages, if any, for whose payment
such money has been deposited with the Trustee.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though such deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company 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.

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01     TRUST INDENTURE ACT CONTROLS.

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

SECTION 13.02     NOTICES.

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

                                       97

<PAGE>

                  If to the Company and/or any Guarantor:

                  IASIS Healthcare Corporation
                  113 Seaboard Lane, Suite A-200
                  Franklin, Tennessee 37067
                  Telecopier No.: (615) 846-3006
                  Attention: General Counsel

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square, 7th Floor
                  Wilmington, Delaware 19801
                  Telecopier No.: (302) 651-3001
                  Attention: Robert B. Pincus

                  If to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  New York, New York 10286
                  Telecopier No.: (212) 815-5915
                  Attention: Corporate Trust Trustee Administration

                  The Company, or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

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

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

                                       98

<PAGE>

SECTION 13.03     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

SECTION 13.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, after the date hereof, the Company
shall furnish to the Trustee:

                  (i)      an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (ii)     an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.

SECTION 13.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

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

SECTION 13.06     RULES BY TRUSTEE AND AGENTS.

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

                                       99

<PAGE>

SECTION 13.07     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  SHAREHOLDERS.

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

SECTION 13.08     GOVERNING LAW.

                  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 13.09     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 13.10     SUCCESSORS.

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

SECTION 13.11     SEVERABILITY.

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

SECTION 13.12     COUNTERPART ORIGINALS.

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

SECTION 13.13     TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.

                       [Indenture signature page follows]

                                      100

<PAGE>

                        [Indenture signature page]

                           Company:

DATED: JUNE 6, 2003        IASIS HEALTHCARE CORPORATION

                           BY:  /s/ David R. White
                               ________________________________________
                                Name: David R. White
                                Title: President and Chief Executive Officer

                           Guarantors:

                                ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.
                                BAPTIST JOINT VENTURE HOLDINGS, INC.
                                BEAUMONT HOSPITAL HOLDINGS, INC.
                                BILTMORE SURGERY CENTER HOLDINGS, INC.
                                CLINICARE OF UTAH, INC.
                                DAVIS HOSPITAL & MEDICAL CENTER, INC.
                                DAVIS SURGICAL CENTER HOLDINGS, INC.
                                FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
                                IASIS HEALTHCARE HOLDINGS, INC.
                                IASIS MANAGEMENT COMPANY
                                JORDAN VALLEY HOSPITAL HOLDINGS, INC.
                                METRO AMBULATORY SURGERY CENTER, INC.
                                PIONEER VALLEY HEALTH PLAN, INC.
                                PIONEER VALLEY HOSPITAL, INC.
                                ROCKY MOUNTAIN MEDICAL CENTER, INC.
                                SALT LAKE REGIONAL MEDICAL CENTER, INC.
                                SANDY CITY HOLDINGS, INC.
                                SOUTHRIDGE PLAZA HOLDINGS, INC.
                                SSJ ST. PETERSBURG HOLDINGS, INC.
                                BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.
                                IASIS PHYSICIANS SERVICES, INC.
                                CLINICARE OF TEXAS, INC.
                                IASIS FINANCE, INC.
                                IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC.
                                IASIS TRANSCO, INC.
                                MCS/AZ, INC.

                           By:  /s/ W. Carl Whitmer
                               ____________________________________________
                                Name: W. Carl Whitmer
                                Title: Chief Financial Officer

<PAGE>

                                GUARANTORS (CONTINUED):

                                PALMS OF PASADENA HOMECARE, INC.
                                TAMPA BAY STAFFING SOLUTIONS, INC.
                                IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC
                                BILTMORE SURGERY CENTER, INC.
                                MEMORIAL HOSPITAL OF TAMPA, LP
                                MESA GENERAL HOSPITAL, LP
                                ODESSA REGIONAL HOSPITAL, LP
                                PALMS OF PASADENA HOSPITAL, LP
                                SOUTHWEST GENERAL HOSPITAL, LP
                                ST. LUKE'S BEHAVIORAL HOSPITAL, LP
                                ST. LUKE'S MEDICAL CENTER, LP
                                TEMPE ST. LUKE'S HOSPITAL, LP
                                TOWN & COUNTRY HOSPITAL, LP
                                JORDAN VALLEY HOSPITAL, LP
                                SOUTHEAST TEXAS HOSPITAL, LP

                           By:  IASIS HEALTHCARE HOLDINGS, INC.

                                By: /s/ W. Carl Whitmer
                                    ----------------------------------------
                                    Name:  W. Carl Whitmer
                                    Title: Chief Financial Officer

THE BANK OF NEW YORK,
as Trustee

BY: /s/ Mary K. LaGumina
    -----------------------------
        Authorized Signatory

<PAGE>

                                    EXHIBIT A

                                 (Face of Note)

================================================================================

                                                               CUSIP____________

                    8 1/2% SENIOR SUBORDINATED NOTES DUE 2009

No. _________                                                      $ ___________

                          IASIS HEALTHCARE CORPORATION

promises to pay to _____________________________________________________________

or registered assigns, the principal sum of ____________________________________

Dollars on October 15, 2009.

Interest Payment Dates: October 15 and April 15

Record Dates: October 1 and April 1

                                           IASIS HEALTHCARE CORPORATION

                                           BY:_________________________________
                                              Name:
                                              Title:

This is one of the [Global
Notes] referred to in the
within-mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee

By: _____________________________          Dated: ___________, ____
    Authorized Signatory

================================================================================

                                      A-1

<PAGE>

                                 (Back of Note)

                    8 1/2% Senior Subordinated Notes due 2009

          [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE
                          PROVISIONS OF THE INDENTURE]

       [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE
                          PROVISIONS OF THE INDENTURE]

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       INTEREST. IASIS Healthcare Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 8.50% per annum from June 6, 2003 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company shall pay interest and
Liquidated Damages, if any, semi-annually in arrears on October 15 and April 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
October 15, 2003. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1.0% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  2.       METHOD OF PAYMENT. The Company shall pay interest on
the Notes (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on the
October 1 or April 1 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes shall be payable as to principal, premium,
interest and Liquidated Damages, if any, at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on all Global Notes and all other Notes
the Holders of which own at least $1 million in aggregate principal amount of
Notes and shall have provided wire transfer instructions prior to the record
date to the Company or the Paying Agent. Such payment will be

                                      A-2

<PAGE>

in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                  3.       PAYING AGENT AND REGISTRAR. Initially, The Bank of
New York, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of June 6, 2003 ("Indenture") among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the
"Act"). The Notes are subject to all such terms, and Holders are referred to the
Indenture and the Act for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are
unsecured obligations of the Company limited to $100.0 million in aggregate
principal amount plus amounts, if any, issued to pay Liquidated Damages on
outstanding Notes as set forth in Paragraph 2 hereof.

                  5.       OPTIONAL REDEMPTION.

                  (a)      Except as provided below, the Notes will not be
redeemable at the Company's option prior to June 15, 2006. Thereafter, the
Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 15 of the years
indicated below:

<TABLE>
<CAPTION>
Year                                                             Percentage
----                                                             ----------
<S>                                                              <C>
2006..........................................................    104.250%
2007..........................................................    102.125%
2008 and thereafter...........................................    100.000%
</TABLE>

                  (b)      Notwithstanding the foregoing, at any time prior to
June 15, 2006, the Company may on any one or more occasions redeem up to 35% of
the aggregate principal amount of Notes issued under the Indenture at a
redemption price of 108.500% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that: (i)
at least 65% of the aggregate principal amount of Notes issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (ii)
the redemption must occur within 90 days of the date of the closing of such
Equity Offering.

                  Any redemption pursuant to this provision shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

                                      A-3

<PAGE>

                  6.       MANDATORY REDEMPTION.

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

                  7.       REPURCHASE AT OPTION OF HOLDER.

                  (a)     If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the Change of Control Payment Date specified in such
notice (the "Change of Control Payment Date"), which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by the Indenture and described in such
notice.

                  (b)     If the Company or a Subsidiary consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $20.0 million, the
Company shall make an offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section
3.09 of the Indenture to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by the Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

                  8.       NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The

                                      A-4

<PAGE>

Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.

                  10.      PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes under the Indenture.

                  11.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes or the Subsidiary Guarantees may be amended
or supplemented 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 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 of the Indenture, any existing default or
event of default (other than a default or event of default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of the Indenture, the Notes or Subsidiary Guarantees 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). Without the consent of any Holder of a
Note, the Indenture, the Notes or the Subsidiary Guarantees may be amended or
supplemented to cure any ambiguity, defect, error or inconsistency, to provide
for uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantor's obligations to the
Holders of the Notes by a successor to the Company or a Guarantor pursuant to
Article 5 or Article 11 of the Indenture, to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any Holder of the Note,
to comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Act, to provide for the issuance of
Additional Notes in accordance with the provisions set forth in the Indenture,
or to allow any Guarantor to execute a supplemental indenture and/or a
Subsidiary Guarantee with respect to the Notes.

                  12.      DEFAULTS AND REMEDIES.

                  (a)     Events of Default under the Indenture include: (i)
default for 30 days in the payment when due of interest on, or Liquidated
Damages with respect to, the Notes, whether or not prohibited by the
subordination provisions of the Indenture; (ii) default in payment when due of
the principal of, or premium, if any, on the Notes, whether or not prohibited by
the subordination provisions of the Indenture; (iii) failure by the Company or
any of its Restricted Subsidiaries to comply with the provisions of Sections
4.10 and 5.01 of the Indenture; (iv) failure by the Company or any of its
Subsidiaries to comply with any of the other covenants in the Indenture for a
period of 60 consecutive days after written notice by the Trustee or by the

                                      A-5

<PAGE>

Holders of at least 25% in principal amount of the Notes; (v) default under any
mortgage, indenture or instrument under which there is issued and outstanding
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the date of the Indenture, if that default (A) is caused by a
failure to pay principal at the final stated maturity of such Indebtedness (a
"Payment Default"); or (B) results in the acceleration of such Indebtedness
prior to its express maturity and in the case of both clauses (A) and (B), only
if the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $15.0
million or more; (vi) failure by the Company or any of its Subsidiaries to pay
final judgments aggregating in excess of $10.0 million (net of any amounts
covered by insurance or indemnity arrangements provided by a reputable and
creditworthy insurance company or other Person), which judgments are not paid,
discharged or stayed for a period of 60 consecutive days after such judgments
become final and nonappealable; (vii) except as permitted by the Indenture, any
Subsidiary Guarantee by a Guarantor that is a Significant Subsidiary shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor that is a
Significant Subsidiary, or any Person acting on behalf of any Guarantor that is
a Significant Subsidiary, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries, which is a
Significant Subsidiary.

                  (b)     In the case of an Event of Default arising from
certain events of bankruptcy or insolvency, with respect to the Company, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
(upon request of the Holders of at least 25% in principal amount of the Notes
then outstanding) or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that such notice is a "notice of acceleration" (the "Acceleration
Notice"), and the same (i) shall become immediately due and payable or (ii) if
there are any amounts outstanding under the Credit Agreement, shall become
immediately due and payable upon the first to occur of an acceleration under the
Credit Agreement or five Business Days after receipt by the Company and the
Representative under the Credit Agreement of such Acceleration Notice but only
if such Event of Default is then continuing. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration 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) has been
cured or waived. Holders of the Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of 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

                                      A-6

<PAGE>

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 or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of the Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon. The Company shall deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company, upon becoming aware of any Default or Event of Default, deliver to the
Trustee a statement specifying such Default or Event of Default.

                  13.      SUBORDINATION. Each Holder by accepting a Note agrees
that the principal of and premium, interest and Liquidated Damages, if any, and
any other Obligations on, or relating to the Notes are subordinated in right of
payment, to the extent and in the manner provided in Article 10 of the
Indenture, to the prior payment in full in cash or Cash Equivalents (other than
Cash Equivalents of the type referred to in clauses (iii) and (iv) of the
definition thereof) of all Senior Debt of the Company (whether outstanding on
the date of the Indenture or thereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

                  14.      SUBSIDIARY GUARANTEES. The payment of principal of,
interest on, and premium, and Liquidated Damages, if any, on the Notes are
unconditionally guaranteed, jointly and severally, on a senior subordinated
basis by the Guarantors.

                  15.      TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  16.      NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder of the Company or any of the Guarantors,
as such, shall not have any liability for any obligations of the Company or such
Guarantor under the Notes, any Subsidiary Guarantee or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                  17.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

                                      A-7

<PAGE>

                  19.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of June 6, 2003, among the Company, the
Guarantors and the other parties named on the signature pages thereto or, in the
case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, among the Company, the Guarantors and the other
parties thereto, relating to rights given by the Company and the Guarantors to
the purchasers of any Additional Notes (collectively, the "Registration Rights
Agreement").

                  20.      CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  IASIS Healthcare Corporation
                  113 Seaboard Lane, Suite A-200
                  Franklin, Tennessee 37067
                  Telecopier No.: (615) 846-3006
                  Attention: General Counsel

                  21.      GOVERNING LAW. This Indenture, the Notes and the
Subsidiary Guarantees shall be governed by, and construed in accordance with,
the laws of the state of New York, without regard to conflicts of law principals
thereof.

                                      A-8

<PAGE>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

________________________________________________________________________________

Date: ___________

                                             Your Signature:____________________
                                             (Sign exactly as your name appears
                                             on the face of this Note)

                                             Tax Identification No:_____________

                                             SIGNATURE GUARANTEE:

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

                                             Signatures must be guaranteed by an
                                             "eligible guarantor institution"
                                             meeting the requirements of the
                                             Registrar, which requirements
                                             include membership or participation
                                             in the Security Transfer Agent
                                             Medallion Program ("STAMP") or such
                                             other "signature guarantee program"
                                             as may be determined by the
                                             Registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.

                                      A-9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

                  [ ] Section 4.10              [ ]Section 4.14

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: $________

Date:_____________

                                             Your Signature:____________________
                                             (Sign exactly as your name appears
                                             on the face of this Note)

                                             Tax Identification No:_____________

                                             SIGNATURE GUARANTEE:

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

                                             Signatures must be guaranteed by an
                                             "eligible guarantor institution"
                                             meeting the requirements of the
                                             Registrar, which requirements
                                             include membership or participation
                                             in the Security Transfer Agent
                                             Medallion Program ("STAMP") or such
                                             other "signature guarantee program"
                                             as may be determined by the
                                             Registrar in addition to, or in
                                             substitution for, STAMP, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.

                                      A-10

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

                  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:

<TABLE>
<CAPTION>
                                                                       Principal Amount
                      Amount of decrease      Amount of increase     of this Global Note       Signature of
                         in Principal            in Principal           following such     authorized signatory
                        Amount of this          Amount of this             decrease            of Trustee or
Date of Exchange          Global Note             Global Note           (or increase)          Note Custodian
----------------          -----------             -----------           -------------          --------------
<S>                   <C>                     <C>                    <C>                   <C>
</TABLE>

---------------------------------------
(1) Include only if Note is issued in Global Form

                                      A-11

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

IASIS Healthcare Corporation
113 Seaboard Lane, Suite A-200
Franklin, Tennessee 37067
Attention: General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration

                  Re:     8 1/2%  Senior Subordinated Notes due 2009

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                  ______________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

                                      B-1

<PAGE>

2.       [ ]CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.

3.       [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a)     [ ] such Transfer is being effected pursuant to and
in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)     [ ] such Transfer is being effected to the Company or
a subsidiary thereof;

                                       or

                  (c)     [ ] such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

                                       or

                  (d)     [ ] such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby further certifies that it has not engaged
in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a

                                      B-2

<PAGE>

Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

4.       [ ]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a)     [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  (b)     [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i)
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c)     [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an
exemption from the registration requirements of the Securities Act other than
Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Definitive Notes and in the Indenture.

                                      B-3

<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

Dated:__________,_____                               ___________________________
                                                     [Insert Name of Transferor]

                                                     By:________________________
                                                     Name:
                                                     Title:

                                      B-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)  [ ]  a beneficial interest in the:

              (i)   [ ]  144A Global Note (CUSIP_____), or

              (ii)  [ ]  Regulation S Global Note (CUSIP____), or

              (iii) [ ]  IAI Global Note (CUSIP____); or

         (b)  [ ]  a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)  [ ] a beneficial interest in the:

              (i)   [ ]  144A Global Note (CUSIP____), or

              (ii)  [ ]  Regulation S Global Note (CUSIP___), or

              (iii) [ ]  IAI Global Note (CUSIP____); or

              (iv)  [ ]  Unrestricted Global Note (CUSIP____); or

         (b)  [ ]  a Restricted Definitive Note; or

         (c)  [ ]  an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.

                                      B-5

<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

IASIS Healthcare Corporation
113 Seaboard Lane, Suite A-200
Franklin, Tennessee 37067
Attention: General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration

                  Re:      8 1/2% Senior Subordinated Notes due 2009

                             (CUSIP ______________)

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and The Bank of
New York, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

                  ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

1.     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's beneficial interest in a
Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "Securities Act"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                                      C-1

<PAGE>

                  (b)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (c)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner's Exchange of a Restricted Definitive Note for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.

2.     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

                  (a)      [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                                      C-2

<PAGE>

                  (b)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                                        ________________________
                                                          [Insert Name of Owner]

                                                        By:_____________________
                                                           Name:
                                                           Title:

Dated: __________, ____

                                      C-3

<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

IASIS Healthcare Corporation
113 Seaboard Lane, Suite A-200
Franklin, Tennessee 37067
Attention: General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Trustee Administration

                  Re:      8 1/2% Senior Subordinated Notes due 2009

                  Reference is hereby made to the Indenture, dated as of June 6,
2003 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and The Bank of
New York, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

                           In connection with our proposed purchase of
$____________ aggregate principal amount of:

                  (a)      [ ] a beneficial interest in a Global Note, or

                  (b)      [ ] a Definitive Note,

                  we confirm that:

                  1.       We understand that any subsequent transfer of the
Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                  2.       We understand that the offer and sale of the Notes
have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect

                                      D-1

<PAGE>

of a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

                  3.       We understand that, on any proposed resale of the
Notes or beneficial interest therein, we will be required to furnish to you and
the Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.

                  4.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  5.       We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we exercise
sole investment discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                            ____________________________________
                                            [Insert Name of Accredited Investor]

                                            By:_______________________________
                                               Name:
                                               Title:

Dated: __________, ____

                                      D-2

<PAGE>

                                    EXHIBIT E

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of June 6, 2003 (the "Indenture")
among IASIS Healthcare Corporation, the Guarantors named on the signature pages
thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes the Trustee, on behalf of such
Holder, to make such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                      E-1

<PAGE>

                             GUARANTORS:

                             ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.
                             BAPTIST JOINT VENTURE HOLDINGS, INC.
                             BEAUMONT HOSPITAL HOLDINGS, INC.
                             BILTMORE SURGERY CENTER HOLDINGS, INC.
                             CLINICARE OF UTAH, INC.
                             DAVIS HOSPITAL & MEDICAL CENTER, INC.
                             DAVIS SURGICAL CENTER HOLDINGS, INC.
                             FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
                             IASIS HEALTHCARE HOLDINGS, INC.
                             IASIS MANAGEMENT COMPANY
                             JORDAN VALLEY HOSPITAL HOLDINGS, INC.
                             METRO AMBULATORY SURGERY CENTER, INC.
                             PIONEER VALLEY HEALTH PLAN, INC.
                             PIONEER VALLEY HOSPITAL, INC.
                             ROCKY MOUNTAIN MEDICAL CENTER, INC.
                             SALT LAKE REGIONAL MEDICAL CENTER, INC.
                             SANDY CITY HOLDINGS, INC.
                             SOUTHRIDGE PLAZA HOLDINGS, INC.
                             SSJ ST. PETERSBURG HOLDINGS, INC.
                             BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.
                             IASIS PHYSICIANS SERVICES, INC.
                             CLINICARE OF TEXAS, INC.
                             IASIS FINANCE, INC.
                             IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC.
                             IASIS TRANSCO, INC.
                             MCS/AZ, INC.
                             PALMS OF PASADENA HOMECARE, INC.
                             TAMPA BAY STAFFING SOLUTIONS, INC.
                             IASIS HEALTHCARE MSO SUB OF SALT LAKE CITY, LLC
                             BILTMORE SURGERY CENTER, INC.

                      By:________________________________________
                          Name:
                          Title:

                                      E-2

<PAGE>

                             GUARANTORS (CONTINUED):

                             MEMORIAL HOSPITAL OF TAMPA, LP
                             MESA GENERAL HOSPITAL, LP
                             ODESSA REGIONAL HOSPITAL, LP
                             PALMS OF PASADENA HOSPITAL, LP
                             SOUTHWEST GENERAL HOSPITAL, LP
                             ST. LUKE'S BEHAVIORAL HOSPITAL, LP
                             ST. LUKE'S MEDICAL CENTER, LP
                             TEMPE ST. LUKE'S HOSPITAL, LP
                             TOWN & COUNTRY HOSPITAL, LP
                             JORDAN VALLEY HOSPITAL, LP
                             SOUTHEAST TEXAS HOSPITAL, LP

                      BY:    IASIS HEALTHCARE HOLDINGS, INC.

                             By:______________________________________
                                Name:
                                Title:

                                      E-3

<PAGE>

                                    EXHIBIT F

                         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 IASIS Healthcare Corporation (or its successor), a
corporation organized under the laws of New York (the "Company"), and The Bank
of New York, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of June 6, 2003, providing
for the issuance of an aggregate principal amount at maturity of $100,000,000 of
8.50% Senior Subordinated Notes due 2009 (the "Notes");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

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

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

                  2.       Agreement to Guarantee. The Guaranteeing Subsidiary
hereby agrees as follows:

                  (a)      Along with all Guarantors named in the Indenture, to
                           jointly and severally Guarantee to each Holder of a
                           Note authenticated and delivered by the Trustee and
                           to the Trustee and its successors and assigns,
                           irrespective of the validity and enforceability of
                           the Indenture, the Notes or the obligations of the
                           Company hereunder or thereunder, that:

                           (i)      the principal of and interest on the Notes
                                    will be promptly paid in full when due,
                                    whether at maturity, by acceleration,
                                    redemption or

                                      F-1

<PAGE>

                                    otherwise, and interest on the overdue
                                    principal of and interest on the Notes, if
                                    any, if lawful, and all other obligations of
                                    the Company to the Holders or the Trustee
                                    hereunder or thereunder will be promptly
                                    paid 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 performed in accordance
                                    with the terms of the extension or renewal,
                                    whether at stated maturity, by acceleration
                                    or otherwise. Failing payment when due of
                                    any amount so guaranteed or any performance
                                    so guaranteed for whatever reason, the
                                    Guarantors shall be jointly and severally
                                    obligated to pay the same immediately.

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

                  (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 Company, any right to require a proceeding first
                           against the Company, protest, notice and all demands
                           whatsoever.

                  (d)      This Subsidiary Guarantee shall not be discharged
                           except by complete performance of the obligations
                           contained in the Notes and the Indenture.

                  (e)      If any Holder or the Trustee is required by any court
                           or otherwise to return to the Company, the
                           Guarantors, or any Custodian, Trustee, liquidator or
                           other similar official acting in relation to either
                           the Company or the Guarantors, any amount paid by
                           either to the Trustee or such Holder, this Subsidiary
                           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 Guarantors, on the one hand, and the
                           Holders and the Trustee, on the other hand, (x) the
                           maturity of the obligations guaranteed hereby may be
                           accelerated as provided in Article 6 of the Indenture
                           for the purposes of this Subsidiary Guarantee,
                           notwithstanding any stay,

                                      F-2

<PAGE>

                           injunction or other prohibition preventing such
                           acceleration in respect of the obligations guaranteed
                           hereby, and (y) in the event of any declaration of
                           acceleration of such obligations as provided in
                           Article 6 of the Indenture, such obligations (whether
                           or not due and payable) shall forthwith become due
                           and payable by the Guarantors for the purpose of this
                           Subsidiary Guarantee.

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

                  (i)      The obligations hereunder shall be subject to the
                           subordination provisions of the Indenture.

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

                  4.       Guaranteeing Subsidiary May Consolidate, Etc. on
Certain Terms.

         (a)      The Guaranteeing Subsidiary may not consolidate with or merge
                  with or into (whether or not such Guarantor is the surviving
                  Person) another corporation, Person or entity whether or not
                  affiliated with such Guarantor unless:

                  (i)      subject to Section 11.05 of the Indenture, the Person
                           formed by or surviving any such consolidation or
                           merger (if other than a Guarantor or the Company)
                           unconditionally assumes all the obligations of such
                           Guarantor, pursuant to a supplemental indenture in
                           form and substance reasonably satisfactory to the
                           Trustee, under the Notes, the Indenture and the
                           Subsidiary Guarantee on the terms set forth herein or
                           therein; and

                  (ii)     immediately after giving effect to such transaction,
                           no Default or Event of Default exists.

         (b)      In case of any such consolidation, merger, sale or conveyance
                  and upon the assumption by the successor corporation, by
                  supplemental indenture, executed and delivered to the Trustee
                  and satisfactory in form to the Trustee, of the Subsidiary
                  Guarantee endorsed upon the Notes and the due and punctual
                  performance of all of the covenants and conditions of the
                  Indenture to be performed by the Guarantor, such successor
                  corporation shall succeed to and be substituted for the
                  Guarantor with the same effect as if it had been named herein
                  as a Guarantor. Such successor corporation thereupon may cause
                  to be signed any or all of the Subsidiary Guarantees to be
                  endorsed upon all of the Notes issuable hereunder which
                  theretofore shall not have been signed by the Company and
                  delivered to the Trustee. All the Subsidiary Guarantees so
                  issued shall in all respects have the same legal rank and
                  benefit under the Indenture as the Subsidiary Guarantees
                  theretofore and thereafter issued in accordance with the

                                      F-3

<PAGE>

                  terms of the Indenture as though all of such Subsidiary
                  Guarantees had been issued at the date of the execution
                  hereof.

         (c)      Except as set forth in Articles 4 and 5 of the Indenture, and
                  notwithstanding clauses (a) and (b) above, nothing contained
                  in the Indenture or in any of the Notes shall prevent any
                  consolidation or merger of a Guarantor with or into the
                  Company or another Guarantor, or shall prevent any sale or
                  conveyance of the property of a Guarantor as an entirety or
                  substantially as an entirety to the Company or another
                  Guarantor.

                  5.       Releases.

         (a)      In the event of a sale or other disposition of all of the
                  assets of any Guarantor, by way of merger, consolidation or
                  otherwise, or a sale or other disposition of all to the
                  capital stock of any Guarantor, then such Guarantor (in the
                  event of a sale or other disposition, by way of merger,
                  consolidation or otherwise, of all of the capital stock of
                  such Guarantor) or the corporation acquiring the property (in
                  the event of a sale or other disposition of all or
                  substantially all of the assets of such Guarantor) will be
                  released and relieved of any obligations under its Subsidiary
                  Guarantee; provided that the Net Proceeds of such sale or
                  other disposition are applied in accordance with the
                  applicable provisions of the Indenture, including without
                  limitation Section 4.10 of the Indenture. Upon delivery by the
                  Company to the Trustee of an Officers' Certificate and an
                  Opinion of Counsel to the effect that such sale or other
                  disposition was made by the Company in accordance with the
                  provisions of the Indenture, including without limitation
                  Section 4.10 of the Indenture, the Trustee shall execute any
                  documents reasonably required in order to evidence the release
                  of any Guarantor from its obligations under its Subsidiary
                  Guarantee.

         (b)      Any Guarantor not released from its obligations under its
                  Subsidiary Guarantee shall remain liable for the full amount
                  of principal of and interest on the Notes and for the other
                  obligations of any Guarantor under the Indenture as provided
                  in Article 11 of the Indenture.

                  6.       No Recourse Against Others. No past, present of
future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

                                      F-4

<PAGE>

                  7.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                  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 and the Company.

                                      F-5

<PAGE>

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

Dated: _________, ____

                                    [Guaranteeing Subsidiary]

                                           By: ______________________________
                                               Name:
                                               Title

                                    THE BANK OF NEW YORK,
                                      as Trustee

                                           By: ______________________________
                                               Name:
                                               Title