SECOND
SUPPLEMENTAL INDENTURE


BETWEEN


HEALTH
MANAGEMENT ASSOCIATES, INC., AS ISSUER


AND


WACHOVIA
BANK, NATIONAL ASSOCIATION, AS TRUSTEE


DATED
AS OF NOVEMBER 30, 2004


TO


INDENTURE


DATED
AS OF JULY 29, 2003


1.50%
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2023











TABLE
OF CONTENTS


	
   
	
   
	
   
	
  Page

  
	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
   

	
   
	
  ARTICLE
  1

  DEFINITIONS

  	
   
	
   

	
   
	
   
	
   
	
   

	
  Section 1.01 .
	
  General
	
   
	
  2

	
   
	
   
	
   
	
   

	
   
	
  ARTICLE
  2

  AMENDMENT
	
   
	
   

	
   
	
   
	
   
	
   

	
  Section 2.01 .
	
  Purchase of
  Securities at the Option of Holders Only in Cash and Related Provisions
	
   
	
  2

	
  Section 2.02 .
	
  Net Share
  Settlement
	
   
	
  4

	
   
	
   
	
   
	
   

	
   
	
  ARTICLE
  3

  MISCELLANEOUS
	
   
	
   

	
   
	
   
	
   
	
   

	
  Section 3.01 .
	
  Effectiveness
	
   
	
  5

	
  Section 3.02 .
	
  Original Indenture
  Remains in Full Force and Effect
	
   
	
  5

	
  Section 3.03 .
	
  Original Indenture
  and Second Supplemental Indenture Construed Together
	
   
	
  5

	
  Section 3.04 .
	
  Confirmation and
  Preservation of Indenture
	
   
	
  5

	
  Section 3.05 .
	
  Conflict with
  Trust Indenture Act
	
   
	
  5

	
  Section 3.06 .
	
  Severability
	
   
	
  5

	
  Section 3.07 .
	
  Headings
	
   
	
  5

	
  Section 3.08 .
	
  Benefits of
  Supplemental Indenture, etc.
	
   
	
  5

	
  Section 3.09 .
	
  Successors
	
   
	
  6

	
  Section 3.10 .
	
  Trustee Not
  Responsible for Recitals
	
   
	
  6

	
  Section 3.11 .
	
  Certain Duties and
  Responsibilities of the Trustee
	
   
	
  6

	
  Section 3.12 .
	
  Governing Law
	
   
	
  6

	
  Section 3.13 .
	
  Counterpart
  Originals
	
   
	
  6

	
  Section 3.14 .
	
  Further Assurances
	
   
	
  6















SECOND
SUPPLEMENTAL INDENTURE


          THIS
SECOND SUPPLEMENTAL INDENTURE (this “Second
Supplemental Indenture”) is made as of the 30th 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, as supplemented by the First Supplemental Indenture,
dated as of November 24, 2004 (as so supplemented, the “Original Indenture” and, as further
supplemented by this Second Supplemental Indenture, the “Indenture”); and

          WHEREAS,
the Original Indenture contains “put” options, whereby under certain
circumstances, the Holders have the right to compel the Company to repurchase
the Securities from them;

          WHEREAS,
the Original Indenture provides that upon the exercise of the put options,
under certain circumstances, the consideration to be paid by the Company to the
Holders in exchange for the Securities may, at the election of the Company,
consist of cash, shares of the Company’s Class A Common Stock or any
combination thereof;

          WHEREAS,
the Original Indenture contains conversion rights, whereby under certain
circumstances, the Holders have the right to convert their Securities into
shares of the Company’s Class A Common Stock, or at the election of the
Company, into cash, shares of the Company’s Class A Common Stock or any
combination thereof;

          WHEREAS,
Section 9.01(6) of the Original Indenture provides that the Company and the
Trustee may amend the Indenture, without the consent of any Holders, to
surrender any right, power or option conferred by the Indenture on the Company;

          WHEREAS,
the Company and the Trustee desire to amend the Original Indenture to eliminate
the Company’s right, power and option under certain circumstances to select the
form of consideration the Company must pay as consideration for any Securities
(i) the Company acquires as a result of an exercise of the put options, and
require instead that any such consideration consist solely of cash and (ii) the
Company converts, and require instead that any such consideration consist
solely of (A) cash in an amount equal to the lesser of the conversion value of
the Securities or the aggregate principal amount of Securities surrendered for
conversion, and (B) cash or Class A Common Stock or a combination of cash and
Class A Common Stock for any conversion value of the Securities in excess of
such aggregate principal amount of Securities surrendered for conversion.


          WHEREAS,
all conditions necessary to authorize the execution and delivery of this Second
Supplemental Indenture and to make this Second 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 Original Indenture which, absent this Second 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:










ARTICLE 1

DEFINITIONS

          Section 1.01. General.  For
all purposes of the Original Indenture and this Second 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 Original Indenture and this Second
  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 Original Indenture.




ARTICLE 2

AMENDMENT

          Section 2.01.  Purchase of
Securities at the Option of Holders Only in Cash and Related Provisions. (a) Section 3.08 shall be amended to
delete the text contained in subclause (c)(iv) and to replace such text with
“(iv) Reserved.” and to delete the text contained in the second paragraph of
clause (c).


	
            (b)     Section
  3.09 shall be amended to delete the text contained in subclause (a)(i)(D) and
  to replace such text with “(D) Reserved.” and to delete the text contained in
  the second paragraph of clause (a).

	
   

	
            (c)     Section
  3.10 shall be retitled “Payment”.

	
   

	
            (d)     Section
  3.10(a) shall be amended and restated in its entirety as follows:

	
   
	
   

	
   
	
           “(a)  Payment of Purchase Price or
  Fundamental Change Purchase Price. 
  The Securities to be purchased pursuant to Section 3.08(a) or Section
  3.09(a) shall be paid for in U.S. legal tender (“cash”).

	
   
	
   

	
   
	
           At
  least three Business Days before the Company Notice Date, the Company shall
  deliver an Officers’ Certificate to the Trustee specifying:

	
   
	
   
	
   

	
   
	
   
	
       (i)     the information
  required by Section 3.10(d), and

	
   
	
   
	
   

	
   
	
   
	
       (ii)     whether the
  Company desires the Trustee to give the Company Notice required by Section
  3.10(d).”




2












	
            (e)     Section
  3.10(b) shall be amended and restated in its entirety as follows:

	
   
	
   
	
   

	
   
	
           “(b)  Purchase with Cash.  On each Purchase Date or Fundamental
  Change Purchase Date, the Purchase Price or Fundamental Change Purchase Price
  of Securities in respect of which a Purchase Notice or Fundamental Change
  Purchase Notice has been given shall be paid by the Company with cash equal to
  the aggregate Purchase Price or Fundamental Change Purchase Price of such
  Securities.  The Company Notice, as
  provided in Section 3.10(d), shall be sent to Holders (and to beneficial
  owners as required by applicable law) not less than 20 Business Days prior to
  such Purchase Date in the case of a purchase pursuant to Section 3.09(a) or
  in conjunction with the mailing of written notice of Fundamental Change
  pursuant to Section 3.08(b) in the case of a purchase pursuant to Section
  3.08(a) (the “Company Notice Date”).”

	
   
	
   
	
   

	
            (f)     Section
  3.10(c) shall be amended to delete the text contained therein and to replace
  such text with “(c) Reserved.”.

	
   
	
   
	
   

	
            (g)     Section
  3.10(d) shall be amended and restated in its entirety as follows:

	
   
	
   
	
   

	
   
	
            “(d)  Notice of Payment.  The Company’s notice to purchase the
  Securities shall be sent to the Holders (and to beneficial owners as required
  by applicable law) in the manner provided in Section 13.02 at the time
  specified in Section 3.10(b) or (d), as applicable (the “Company Notice”).  Such Company Notice shall include a form
  of Purchase Notice or Fundamental Change Purchase Notice to be completed by a
  Securityholder and shall state:

	
   
	
   
	
   

	
   
	
   
	
           (i)     the
  Purchase Price or Fundamental Change Purchase Price and the Conversion Rate;

	
   
	
   
	
   

	
   
	
   
	
          
  (ii)    the name and address of the Paying Agent and the
  Conversion Agent;

	
   
	
   
	
   

	
   
	
   
	
          (iii)    that
  Securities as to which a Purchase Notice or Fundamental Change Purchase
  Notice has been given may be converted pursuant to Article 11 hereof only if
  the applicable Purchase Notice or Fundamental Change Purchase Notice has been
  withdrawn in accordance with the terms of this Indenture;

	
   
	
   
	
   

	
   
	
   
	
          (iv)    that
  Securities must be surrendered to the Paying Agent to collect payment;

	
   
	
   
	
   

	
   
	
   
	
          (v)     that
  the Purchase Price or Fundamental Change Purchase Price for any Security as
  to which a Purchase Notice has been given and not withdrawn will be paid
  promptly following the later of (1) the Purchase Date or Fundamental Change
  Purchase Date and (2) the time of surrender of such Security as described in
  (iv);

	
   
	
   
	
   

	
   
	
   
	
          (vi)    the
  procedures the Holders must follow to exercise rights under Section 3.08 or
  Section 3.09 as applicable and a brief description of those rights;

	
   
	
   
	
   

	
   
	
   
	
          (vii)   briefly,
  the conversion rights of the Securities;

	
   
	
   
	
   

	
   
	
   
	
          (viii)  the procedures for withdrawing a Purchase
  Notice or Fundamental Change Purchase Notice;

	
   
	
   
	
   

	
   
	
   
	
          (ix)   that,
  unless the Company defaults in making payment of such Purchase Price or
  Fundamental Change Purchase Price, interest on Securities for which a
  Purchase Notice or Fundamental Change Purchase Notice has been delivered and
  not withdrawn will cease to accrue on and after the relevant Purchase Date or
  Fundamental Change Purchase Date; and




3













	
   
	
   
	
          (x)    the
  CUSIP number of the Securities.

	
   
	
   
	
   

	
   
	
           At
  the Company’s request, the Trustee shall give such Company Notice in the
  Company’s name and at the Company’s expense; provided, however, that, in all
  cases, the text of such Company Notice shall be prepared by the Company.”

	
   
	
   

	
            (h)     Section
  3.10(e) shall be amended to delete the text contained therein and to replace
  such text with “(e) Reserved.”.

	
   
	
   

	
            (i)     Section
  3.10(f) shall be amended to delete the text “(in respect of a cash purchase
  under Section 3.10(b) or for fractional interests, as applicable) or shares
  of Class A Common Stock, or a combination thereof, as applicable” in the
  first sentence therein and to delete the text contained in the second, third and
  fourth sentences therein.

	
   
	
   

	
            (j)     Section
  3.10(g) shall be amended to delete the text contained therein and to replace
  such text with “(g) Reserved.”.

	
   
	
   

	
            (k)     Section
  3.11 shall be amended to delete the text contained in the third paragraph
  therein and to delete the text “(other than through the issuance of Class A
  Common Stock in payment of the Purchase Price or Fundamental Change Purchase
  Price, including cash in lieu of fractional shares)” in the first sentence of
  the fourth paragraph therein. 

	
   
	
   

	
            (l)     Section
  3.12 shall be amended to delete the text contained in the first sentence, “or
  Class A Common Stock, if permitted hereunder,”.

	
   
	
   

	
            (m)     Section
  3.15 shall be amended to delete the text appearing twice, contained in the
  first sentence, “or shares of Class A Common Stock”.




          Section 2.02.  Net
Share Settlement.  Notwithstanding
any provision in Article 12 of the Original Indenture, upon a conversion, the
Company hereby waives its right to deliver the full conversion value in Class A
Common Stock.  Instead, upon each
conversion, the Company shall deliver a Conversion Election Notice (as defined
in the Original Indenture), within the time period specified in Section 11.02
of the Original Indenture, stating that the Company shall deliver (i) cash in
an amount equal to the lesser of the conversion value of the Securities or the
aggregate principal amount of Securities surrendered for conversion, and (ii)
cash or Class A Common Stock or a combination of cash and Class A Common Stock
for any conversion value of the Securities in excess of such aggregate
principal amount of Securities surrendered for conversion (the “Conversion Premium”).  For the avoidance of doubt, with respect to
each Conversion Date, in the Conversion Election Notice the Company shall
specify in what combination of cash or Class A Common Stock the Conversion
Premium, if any, would be paid. 

4











ARTICLE 3

MISCELLANEOUS

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

          Section 3.02.  Original
Indenture Remains in Full Force and Effect.  Except as supplemented hereby, all
provisions in the Original Indenture shall remain in full force and effect. 

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

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

          Section 3.05.  Conflict
with Trust Indenture Act.  If
any provision of this Second 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 Second Supplemental Indenture, the provision of the Trust
Indenture Act shall control.  If any
provision of this Second 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 Original
Indenture as so modified or to be excluded by this Second Supplemental
Indenture, as the case may be.

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


          Section 3.08.  Benefits
of Supplemental Indenture, etc. 
Nothing in this Second 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, any benefit of
any legal or equitable right, remedy or claim under the Indenture, this Second
Supplemental Indenture or the Securities.


5











          Section 3.09.  Successors.  All agreements of the Company in this Second
Supplemental Indenture shall bind its successors.  All agreements of the Trustee in this Second 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 Second Supplemental
Indenture or the due authorization of this Second Supplemental Indenture by the
Company.

          Section 3.11.  Certain
Duties and Responsibilities of the Trustee.  In entering into this Second Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of
the Original 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 SECOND SUPPLEMENTAL
INDENTURE.


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


          Section 3.14.  Further
Assurances.  The Company
will, upon request by the Trustee or as necessary, 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 Second Supplemental
Indenture.


6











          IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Second 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




7