FIRST
SUPPLEMENTAL INDENTURE


BETWEEN


HEALTH
MANAGEMENT ASSOCIATES, INC., AS ISSUER


AND


WACHOVIA
BANK, NATIONAL ASSOCIATION, AS TRUSTEE


DATED
AS OF NOVEMBER 24, 2004


TO


INDENTURE


DATED
AS OF JULY 29, 2003


1.50%
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2023











TABLE
OF CONTENTS


	
   
	
  Page

  
	
   
	
  



  
	
   
	
   

	
   
	
   

	
  ARTICLE 1 Definitions

  	
  2

	
  Section 1.01.  General
	
  2

	
  ARTICLE 2 Amendment
	
  2

	
  Section 2.01.  Amendment to Section 11.02 of the Indenture – Conversion
  Procedures
	
  2

	
  ARTICLE 3 Miscellaneous
	
  2

	
  Section 3.01.  Effectiveness
	
  2

	
  Section 3.02.  Indenture Remains in Full Force and Effect
	
  2

	
  Section 3.03.  Indenture and First Supplemental Indenture
  Construed Together
	
  2

	
  Section 3.04.  Confirmation and Preservation of Indenture
	
  2

	
  Section 3.05.  Conflict with Trust Indenture Act
	
  3

	
  Section 3.06.  Severability
	
  3

	
  Section 3.07.  Headings
	
  3

	
  Section 3.08.  Benefits of Supplemental Indenture, etc
	
  3

	
  Section 3.09.  Successors
	
  3

	
  Section 3.10.  Trustee Not Responsible for Recitals
	
  3

	
  Section 3.11.  Certain Duties and Responsibilities of the Trustee
	
  3

	
  Section 3.12.  Governing Law
	
  3

	
  Section 3.13.  Counterpart Originals.
	
  3

	
  Section 3.14.  Further Assurances
	
  4














FIRST
SUPPLEMENTAL INDENTURE

          THIS
FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”) is made as of the 24th day of November,
2004, between Health Management Associates, Inc. (the “Company”), and Wachovia Bank, National
Association, as trustee (the “Trustee”).


          WHEREAS,
the Company and the Trustee heretofore executed and delivered an Indenture
dated as of July 29, 2003 (the “Indenture”);
and

          WHEREAS,
pursuant to the Indenture the Company issued, and the Trustee authenticated and
delivered, the Company’s 1.50% Convertible Senior Subordinated Notes Due 2023
(the “Securities”); and

          WHEREAS,
Section 9.02 of the Indenture provides that the Company, with the consent of
the Holders of at least a majority in aggregate principal amount of the
outstanding Securities, and the Trustee may enter into an indenture or
indentures supplemental thereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of modifying in any manner the rights of the Holders of the Securities, except
to the extent set forth therein; and

          WHEREAS,
pursuant to its Consent Solicitation Statement dated November 10, 2004, the
Company solicited consents of the Holders to the amendment set forth in this
First Supplemental Indenture (the “Amendment”);
and

          WHEREAS,
the Holders of at least a majority in aggregate principal amount of the
outstanding Securities have duly consented to the Amendment in accordance with
Section 9.02 of the Indenture; and

          WHEREAS,
all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make this First Supplemental Indenture valid and
binding have been complied with or have been done or performed;

          NOW,
THEREFORE, in consideration of the foregoing and notwithstanding any provision
of the Indenture which, absent this First Supplemental Indenture, might operate
to limit such action, the Company and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Securities:











ARTICLE 1

DEFINITIONS

          Section 1.01. 
General.  For all
purposes of the Indenture and this First Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

	
   
	
  A
	
  the words “herein,” “hereof” and “hereunder” and
  other words of similar import refer to the Indenture and this First
  Supplemental Indenture as a whole and not to any particular Article, Section
  or subdivision; and

	
   
	
   
	
   

	
   
	
  B
	
  capitalized terms used but not defined herein shall
  have the meanings assigned to them in the Indenture.




ARTICLE 2

AMENDMENT

          Section 2.01.  Amendment to Section 11.02 of the Indenture
– Conversion Procedures.  The
last paragraph of Section 11.02 of the Indenture is hereby amended and restated
in its entirety as follows:

	
   
	
            The
  Holders’ rights to convert Securities into Class A Common Stock are subject
  to the Company’s right to elect instead to pay each such Holder the amount of
  cash determined pursuant to this Article, in lieu of delivering such Class A
  Common Stock.  




ARTICLE 3

MISCELLANEOUS

          Section 3.01.  Effectiveness.  This First Supplemental Indenture shall become
effective upon its execution and delivery by the Company and the Trustee.  Upon the execution and delivery of this
First Supplemental Indenture by the Company and the Trustee, the Indenture
shall be supplemented in accordance herewith, and this First Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Securities heretofore or hereafter authenticated and delivered under the
Indenture shall be bound hereby.

          Section 3.02. 
Indenture Remains in Full Force and
Effect.  Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.  For the avoidance of doubt,
the parties confirm that the Amendment, and the payment by the Company and the
receipt by the Holders of the Securities of a fee in respect of the consent of
the Holders to such Amendment, are not intended by the parties to (i)
discharge, rescind, cancel or extinguish all or any part of the indebtedness
represented by the Securities, or (ii) effect a novation, reissuance or
disposition of the indebtedness represented by the Securities or to create new
indebtedness in respect of the indebtedness represented by the Securities.

          Section 3.03. 
Indenture and First Supplemental
Indenture Construed Together. 
This First Supplemental Indenture is an indenture supplemental to the
Indenture, and the Indenture and this First Supplemental Indenture shall
henceforth be read and construed together. 
From and after the effectiveness of this First Supplemental Indenture,
all references to the Indenture in the Indenture and the Securities shall refer
to the Indenture as supplemented hereby.


          Section 3.04. 
Confirmation and Preservation of
Indenture.  The Indenture as
supplemented by this First Supplemental Indenture is in all respects confirmed
and preserved.


2











          Section 3.05. 
Conflict with Trust Indenture Act.  If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust
Indenture Act of 1939, as amended (the “Trust
Indenture Act”), that is required under the Trust Indenture Act to
be part of and govern any provision of this First Supplemental Indenture, the
provision of the Trust Indenture Act shall control.  If any provision of this First Supplemental Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the provision of the Trust Indenture Act shall be deemed to apply to
the Indenture as so modified or to be excluded by this First Supplemental
Indenture, as the case may be.

          Section 3.06. 
Severability.  In case any provision in this First
Supplemental Indenture 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 3.07. 
Headings.  The Article and Section headings of this
First Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this First Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.

          Section 3.08. 
Benefits of Supplemental Indenture,
etc.  Nothing in this First
Supplemental Indenture or the Securities, express or implied, shall give to any
person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders of the Securities, any benefit of any
legal or equitable right, remedy or claim under the Indenture, this First
Supplemental Indenture or the Securities.

          Section 3.09. 
Successors.  All agreements of the Company in this First
Supplemental Indenture shall bind its successors.  All agreements of the Trustee in this First Supplemental
Indenture shall bind its successors.


          Section 3.10. 
Trustee Not Responsible for Recitals.  The recitals contained herein shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
their correctness.  The Trustee shall
not be liable or responsible for the validity or sufficiency of this First
Supplemental Indenture or the due authorization of this First Supplemental Indenture
by the Company.


          Section 3.11. 
Certain Duties and Responsibilities
of the Trustee.  In entering
into this First Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct of,
affecting the liability of or affording protection to the Trustee, whether or
not elsewhere herein so provided.


          Section 3.12. 
Governing Law.  THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.


          Section 3.13. 
Counterpart Originals. The
parties may sign any number of copies of this First Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


3











          Section 3.14. 
Further Assurances.  The Company will, upon request by the
Trustee, execute and deliver such further instruments and do such further acts
as may reasonably be necessary or proper to carry out more effectively the
purposes of this First Supplemental Indenture.

4











          IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
First Supplemental Indenture on behalf of the respective parties hereto as of
the date first above written.

	
   
	
  HEALTH MANAGEMENT ASSOCIATES, INC., AS

     ISSUER
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  By:
	
  /s/ Timothy R. Parry
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name:
	
  Timothy R. Parry
	
   

	
   
	
   
	
  Title:
	
  Senior Vice President
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  WACHOVIA BANK, NATIONAL ASSOCIATION, AS

     TRUSTEE
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  By:
	
  /s/ Daryl F. Mergenthal
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
  Name:
	
  Daryl F. Mergenthal
	
   

	
   
	
   
	
  Title:
	
  Vice President
	
   




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