Exhibit 4.1


 


 




 





 


COMMUNITY
HEALTH SYSTEMS, INC.,


 


 


AND


 


 


SUNTRUST BANK,

AS TRUSTEE


 


6.50% Senior
Subordinated Notes due 2012


 












 


 


INDENTURE


 


 


Dated as of
December 16, 2004


 












 




 





 






















 


Table of Contents


 


	
  ARTICLE I

  
	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions.

  	
   

  
	
  SECTION 1.2.

  	
  Other Definitions

  	
   

  
	
  SECTION 1.3.

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  
	
  SECTION 1.4.

  	
  Rules of Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  THE SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Form, Dating and Terms.

  	
   

  
	
  SECTION 2.2.

  	
  Execution and
  Authentication

  	
   

  
	
  SECTION 2.3.

  	
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.4.

  	
  Paying Agent to
  Hold Money in Trust

  	
   

  
	
  SECTION 2.5.

  	
  Securityholder Lists

  	
   

  
	
  SECTION 2.6.

  	
  Transfer and Exchange.

  	
   

  
	
  SECTION 2.7.

  	
  Form
  of Certificate to be Delivered in Connection with Transfers to IAIs

  	
   

  
	
  SECTION 2.8.

  	
  Form
  of Certificate to be Delivered in Connection with Transfers Pursuant to
  Regulation S

  	
   

  
	
  SECTION 2.9.

  	
  Mutilated,
  Destroyed, Lost or Stolen Securities

  	
   

  
	
  SECTION 2.10.

  	
  Outstanding Securities

  	
   

  
	
  SECTION 2.11.

  	
  Temporary Securities

  	
   

  
	
  SECTION 2.12.

  	
  Cancellation

  	
   

  
	
  SECTION 2.13.

  	
  Payment of
  Interest; Defaulted Interest

  	
   

  
	
  SECTION 2.14.

  	
  Computation of Interest

  	
   

  
	
  SECTION 2.15.

  	
  CUSIP, Common Code
  and ISIN Numbers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Securities

  	
   

  
	
  SECTION 3.2.

  	
  Limitation on Indebtedness

  	
   

  
	
  SECTION 3.3.

  	
  Limitation on
  Restricted Payments

  	
   

  
	
  SECTION 3.4.

  	
  Limitation
  on Restrictions on Distributions from Restricted Subsidiaries

  	
   

  
	
  SECTION 3.5.

  	
  Limitation
  on Sales of Assets and Subsidiary Stock

  	
   

  
	
  SECTION 3.6.

  	
  Limitation on Liens

  	
   

  
	
  SECTION 3.7.

  	
  Limitation on Layering

  	
   

  
	
  SECTION 3.8.

  	
  Limitation on
  Affiliate Transactions

  	
   

  
	
  SECTION 3.9.

  	
  Limitation
  on Sale of Capital Stock of Restricted Subsidiaries

  	
   

  
	
  SECTION 3.10.

  	
  Change of Control

  	
   

  



 


ii






















 


	
  SECTION 3.11.

  	
  SEC Reports

  	
   

  
	
  SECTION 3.12.

  	
  Future Subsidiary
  Guarantors

  	
   

  
	
  SECTION 3.13.

  	
  Maintenance of Office
  or Agency

  	
   

  
	
  SECTION 3.14.

  	
  Corporate Existence

  	
   

  
	
  SECTION 3.15.

  	
  Payment of Taxes and
  Other Claims

  	
   

  
	
  SECTION 3.16.

  	
  Payments for Consent

  	
   

  
	
  SECTION 3.17.

  	
  Compliance Certificate

  	
   

  
	
  SECTION 3.18.

  	
  Further Instruments and
  Acts

  	
   

  
	
  SECTION 3.19.

  	
  Statement by
  Officers as to Default

  	
   

  
	
  SECTION 3.20.

  	
  Effectiveness of Covenants.

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  
	
  SUCCESSOR COMPANY

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Merger and Consolidation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Redemption

  	
   

  
	
  SECTION 5.2.

  	
  Applicability of Article

  	
   

  
	
  SECTION 5.3.

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  
	
  SECTION 5.4.

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
   

  
	
  SECTION 5.5.

  	
  Notice of Redemption

  	
   

  
	
  SECTION 5.6.

  	
  Deposit of Redemption Price

  	
   

  
	
  SECTION 5.7.

  	
  Securities
  Payable on Redemption Date

  	
   

  
	
  SECTION 5.8.

  	
  Securities Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  DEFAULTS AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Events of Default

  	
   

  
	
  SECTION 6.2.

  	
  Acceleration

  	
   

  
	
  SECTION 6.3.

  	
  Other Remedies

  	
   

  
	
  SECTION 6.4.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 6.5.

  	
  Control by Majority

  	
   

  
	
  SECTION 6.6.

  	
  Limitation on Suits

  	
   

  
	
  SECTION 6.7.

  	
  Rights of Holders
  to Receive Payment

  	
   

  
	
  SECTION 6.8.

  	
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.9.

  	
  Trustee May File
  Proofs of Claim

  	
   

  
	
  SECTION 6.10.

  	
  Priorities

  	
   

  
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Duties of Trustee

  	
   

  



 


iii






















 


	
  SECTION 7.2.

  	
  Rights of Trustee

  	
   

  
	
  SECTION 7.3.

  	
  Individual Rights of
  Trustee

  	
   

  
	
  SECTION 7.4.

  	
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.5.

  	
  Notice of Defaults

  	
   

  
	
  SECTION 7.6.

  	
  Reports by Trustee to
  Holders

  	
   

  
	
  SECTION 7.7.

  	
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.8.

  	
  Replacement of Trustee

  	
   

  
	
  SECTION 7.9.

  	
  Successor Trustee by Merger

  	
   

  
	
  SECTION 7.10.

  	
  Eligibility;
  Disqualification

  	
   

  
	
  SECTION 7.11.

  	
  Preferential
  Collection of Claims Against the Company

  	
   

  
	
  SECTION 7.12.

  	
  Trustee’s
  Application for Instruction from the Company

  	
   

  
	
  SECTION 7.13.

  	
  Paying Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Discharge
  of Liability on Securities; Defeasance

  	
   

  
	
  SECTION 8.2.

  	
  Conditions to Defeasance

  	
   

  
	
  SECTION 8.3.

  	
  Application of Trust Money

  	
   

  
	
  SECTION 8.4.

  	
  Repayment to the Company

  	
   

  
	
  SECTION 8.5.

  	
  Indemnity for
  U.S. Government Obligations

  	
   

  
	
  SECTION 8.6.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
  AMENDMENTS

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Without Consent of Holders

  	
   

  
	
  SECTION 9.2.

  	
  With Consent of Holders

  	
   

  
	
  SECTION 9.3.

  	
  Compliance with
  Trust Indenture Act

  	
   

  
	
  SECTION 9.4.

  	
  Revocation
  and Effect of Consents and Waivers

  	
   

  
	
  SECTION 9.5.

  	
  Notation on or
  Exchange of Securities

  	
   

  
	
  SECTION 9.6.

  	
  Trustee To Sign Amendments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  SUBORDINATION

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Agreement To Subordinate

  	
   

  
	
  SECTION 10.2.

  	
  Liquidation,
  Dissolution, Bankruptcy

  	
   

  
	
  SECTION 10.3.

  	
  Default on Senior
  Indebtedness

  	
   

  
	
  SECTION 10.4.

  	
  Acceleration of
  Payment of Securities

  	
   

  
	
  SECTION 10.5.

  	
  When Distribution
  Must Be Paid Over

  	
   

  
	
  SECTION 10.6.

  	
  Subrogation

  	
   

  
	
  SECTION 10.7.

  	
  Relative Rights

  	
   

  
	
  SECTION 10.8.

  	
  Subordination
  May Not Be Impaired by Company

  	
   

  
	
  SECTION 10.9.

  	
  Rights of Trustee
  and Paying Agent

  	
   

  
	
  SECTION 10.10.

  	
  Distribution
  or Notice to Representative

  	
   

  



 


iv






















 


	
  SECTION 10.11.

  	
  Article
  X Not To Prevent Events of Default or Limit Right To Accelerate

  	
   

  
	
  SECTION 10.12.

  	
  Trust Moneys Not
  Subordinated

  	
   

  
	
  SECTION 10.13.

  	
  Trustee Entitled To Rely

  	
   

  
	
  SECTION 10.14.

  	
  Trustee To Effectuate
  Subordination

  	
   

  
	
  SECTION 10.15.

  	
  Trustee
  Not Fiduciary for Holders of Senior Indebtedness

  	
   

  
	
  SECTION 10.16.

  	
  Reliance
  by Holders of Senior Indebtedness on Subordination Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
  SECURITIES GUARANTEE

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Subsidiary Guarantee

  	
   

  
	
  SECTION 11.2.

  	
  Limitation
  on Liability; Termination, Release and Discharge

  	
   

  
	
  SECTION 11.3.

  	
  Right of Contribution

  	
   

  
	
  SECTION 11.4.

  	
  No Subrogation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
  SUBORDINATION OF SUBSIDIARY GUARANTEES

  
	
   

  	
   

  	
   

  
	
  SECTION 12.1.

  	
  Agreement To Subordinate

  	
   

  
	
  SECTION 12.2.

  	
  Liquidation,
  Dissolution, Bankruptcy

  	
   

  
	
  SECTION 12.3.

  	
  Default on
  Guarantor Senior Indebtedness

  	
   

  
	
  SECTION 12.4.

  	
  Acceleration of
  Payment of Securities

  	
   

  
	
  SECTION 12.5.

  	
  When Distribution
  Must Be Paid Over

  	
   

  
	
  SECTION 12.6.

  	
  Subrogation

  	
   

  
	
  SECTION 12.7.

  	
  Relative Rights

  	
   

  
	
  SECTION 12.8.

  	
  Subordination
  May Not Be Impaired by Company

  	
   

  
	
  SECTION 12.9.

  	
  Rights of Trustee
  and Paying Agent

  	
   

  
	
  SECTION 12.10.

  	
  Distribution
  or Notice to Representative

  	
   

  
	
  SECTION 12.11.

  	
  Article
  XII Not To Prevent Events of Default or Limit Right To Accelerate

  	
   

  
	
  SECTION 12.12.

  	
  Trust Moneys Not
  Subordinated

  	
   

  
	
  SECTION 12.13.

  	
  Trustee Entitled To Rely

  	
   

  
	
  SECTION 12.14.

  	
  Trustee To
  Effectuate Subordination

  	
   

  
	
  SECTION 12.15.

  	
  Trustee
  Not Fiduciary for Holders of Guarantor Senior Indebtedness

  	
   

  
	
  SECTION 12.16.

  	
  Reliance
  by Holders of Guarantor Senior Indebtedness on Subordination Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 13.1.

  	
  Trust Indenture Act
  Controls

  	
   

  
	
  SECTION 13.2.

  	
  Notices

  	
   

  
	
  SECTION 13.3.

  	
  Communication
  by Holders with other Holders

  	
   

  
	
  SECTION 13.4.

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
   

  



 


v






















 


	
  SECTION 13.5.

  	
  Statements
  Required in Certificate or Opinion

  	
   

  
	
  SECTION 13.6.

  	
  When Securities Disregarded

  	
   

  
	
  SECTION 13.7.

  	
  Rules by
  Trustee, Paying Agent and Registrar

  	
   

  
	
  SECTION 13.8.

  	
  Legal Holidays

  	
   

  
	
  SECTION 13.9.

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 13.10.

  	
  No Recourse Against Others

  	
   

  
	
  SECTION 13.11.

  	
  Successors

  	
   

  
	
  SECTION 13.12.

  	
  Multiple Originals

  	
   

  
	
  SECTION 13.13.

  	
  Qualification of Indenture

  	
   

  
	
  SECTION 13.14.

  	
  Table of Contents; Headings

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of the Series A Note

  
	
  EXHIBIT
  B

  	
  Form of the Series B Note

  
	
  EXHIBIT C

  	
  Form of Indenture Supplement to Add
  Subsidiary Guarantors

  
				



 


vi






















 


CROSS-REFERENCE
TABLE


 


	
  TIA

  Section

  	
   

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.3; 7.8; 7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.5

  
	
  (b)

  	
   

  	
  13.3

  
	
  (c)

  	
   

  	
  13.3

  
	
  313(a)

  	
   

  	
  7.6

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.6

  
	
  (c)

  	
   

  	
  7.6

  
	
  (d)

  	
   

  	
  7.6

  
	
  314(a)

  	
   

  	
  3.11; 3.17; 13.5

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  13.4

  
	
  (c)(2)

  	
   

  	
  13.4

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  13.5

  
	
  315(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.5; 13.2

  
	
  (c)

  	
   

  	
  7.1

  
	
  (d)

  	
   

  	
  7.1

  
	
  (e)

  	
   

  	
  6.11

  
	
  316(a)(last sentence)

  	
   

  	
  13.6

  
	
  (a)(1)(A)

  	
   

  	
  6.5

  
	
  (a)(1)(B)

  	
   

  	
  6.4

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.7

  
	
  (c)

  	
   

  	
  9.4

  
	
  317(a)(1)

  	
   

  	
  6.8

  
	
  (a)(2)

  	
   

  	
  6.9

  
	
  (b)

  	
   

  	
  2.4

  
	
  318(a)

  	
   

  	
  13.1

  



 












N.A. means Not
Applicable.


 


Note: 
This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.


 


vii






















 


INDENTURE dated as of December 16, 2004,
among COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Company”),
and SUNTRUST BANK, a Georgia banking corporation (the “Trustee”), as
Trustee.


 


For and in consideration of the premises and
the purchase of the Securities by the Holders thereof, each party hereto
covenants and agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of all Holders of (i) the Company’s 6.50% Senior
Subordinated Notes, due 2012 issued on the date hereof (the “Initial
Securities”), (ii) if and when issued, an unlimited principal amount of
additional 6.50% Senior Subordinated Notes, Series A, due 2012 in a
non-registered offering or 6.50% Senior Subordinated Notes, Series B, due 2012
in a registered offering of the Company, that may be offered from time to time
subsequent to the Issue Date (the “Additional Securities”) and (iii) if
and when issued, the Company’s 6.50% Senior Subordinated Notes, Series B, due
2012, that may be issued from time to time in exchange for Initial Securities
or any Additional Securities in an offer registered under the Securities Act as
provided in a Registration Rights Agreement (as hereinafter defined) (the “Exchange
Securities,” and together with the Initial Securities and Additional
Securities, the “Securities”).


 


ARTICLE I


 


DEFINITIONS AND INCORPORATION BY REFERENCE


 


SECTION 1.1.  
Definitions.


 


“Acquired
Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries
existing at the time such Person becomes a Restricted Subsidiary or (ii)
assumed in connection with the acquisition of assets from such Person, in each
case whether or not Incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
or such acquisition.  Acquired
Indebtedness shall be deemed to have been Incurred, with respect to clause (i)
of the preceding sentence, on the date such Person becomes a Restricted
Subsidiary and, with respect to clause (ii) of the preceding sentence, on the
date of consummation of such acquisition of assets.


 


“Additional
Assets” means:


 


(1)                                  any property, plant
or equipment to be used by the Company or a Restricted Subsidiary;


 


(2)                                  the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or a Restricted Subsidiary; or


 


(3)                                  Capital Stock constituting
a minority interest in any Person that at such time is a Restricted Subsidiary.


 


“Additional Securities”
has the meaning ascribed to it in the second introductory paragraph of this
Indenture.


 






















 


“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 the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing; provided that for purposes of Section 3.8
exclusively, beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.


 


“Asset Disposition”
means any direct or indirect sale, lease (other than an operating lease entered
into in the ordinary course of business), transfer, issuance or other
disposition, or a series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan, of shares of Capital Stock of a
Subsidiary (other than directors’ qualifying shares), property or other assets
(each referred to for the purposes of this definition as a “disposition”) by
the Company or any of its Restricted Subsidiaries, including any disposition by
means of a merger, consolidation or similar transaction.


 


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


 


(1)                                     a disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary;


 


(2)                                     the sale of Cash
Equivalents in the ordinary course of business;


 


(3)                                     a disposition of
inventory in the ordinary course of business;


 


(4)                                     a disposition of
obsolete or worn out equipment or equipment that is no longer useful in the
conduct of the business of the Company and its Restricted Subsidiaries and that
is disposed of in each case in the ordinary course of business;


 


(5)                                     transactions
permitted under Section 4.1;


 


(6)                                     an issuance of
Capital Stock by a Restricted Subsidiary to the Company or to a Restricted
Subsidiary;


 


(7)                                     for purposes of Section
3.5 only, the making of a Permitted Investment (other than a Permitted
Investment to the extent such transaction results in the receipt of cash or
Cash Equivalents by the Company or its Restricted Subsidiaries) or a Restricted
Payment made in accordance with Section 3.3;


 


(8)                                     dispositions of
assets with an aggregate fair market value of less than $30.0 million per
transaction and not to exceed $60.0 million in the aggregate in any
twelve-month period;


 


(9)                                     the creation of
any Permitted Lien and dispositions in connection with Permitted Liens;


 


2






















 


(10)                               dispositions of
receivables in connection with the compromise, settlement or collection thereof
in the ordinary course of business or in bankruptcy or similar proceedings and
dispositions of self-pay receivables in the ordinary course of business, which
the Company or any of its Restricted Subsidiaries believe in good faith cannot
be paid in full;


 


(11)                               the issuance by a
Restricted Subsidiary of Preferred Stock that is permitted under Section 3.2;


 


(12)                               any sale, transfer,
issuance or other disposition or distribution of Capital Stock in, or
Indebtedness or other securities of, an Unrestricted Subsidiary (with the
exception of Investments in Unrestricted Subsidiaries acquired pursuant to
clauses (10) or (17) of the definition of “Permitted Investments”);


 


(13)                               the licensing or
sublicensing of intellectual property or other general intangibles and
licenses, leases or subleases of other property;


 


(14)                               foreclosure on assets;


 


(15)                               sales or transfers of
Receivables and related assets or an interest therein of the type specified in
the definition of “Qualified Receivables Transaction” in a Qualified
Receivables Transaction;


 


(16)                               long-term leases of
Hospitals to another Person; provided
that the aggregate book value of the properties subject to such leases at any
one time outstanding does not exceed 10% of the Total Assets of the Company at
the time any such lease is entered into;


 


(17)                               a Hospital Swap; and


 


(18)                               transactions or
dispositions arising from or in connection with letters of intent in existence
on the Issue Date or good faith negotiations on or prior to the Issue Date
which assets in the aggregate generated less than $100.0 million of revenue in
the first nine months of 2004.


 


“Attributable
Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the
time of determination, the present value (discounted at the interest rate
assumed in making calculations in accordance with FAS 13, “Accounting for Leases”)
of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).


 


“Average
Life” means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (2) the sum of all such payments.


 


3






















 


“Bank
Indebtedness” means any and all amounts, whether outstanding on the Issue
Date or Incurred after the Issue Date, in respect of the Senior Credit Facility
and any related notes, collateral documents, letters of credit and guarantees
(including the Guarantee by the Company of obligations under the Senior Credit
Facility) and any Interest Rate Agreement entered into in connection with the
Senior Credit Facility, including principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to CHS or any other borrower
thereunder at the rate specified therein whether or not a claim for post filing
interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof.


 


“Bankruptcy
Law” means Title 11 of the United States Code or any similar federal or
state law for the relief of debtors.


 


“Board of
Directors” means, as to any Person, the board of directors of such Person
or any duly authorized committee thereof.


 


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


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which
banking institutions in New York, New York are authorized or required by law to
close.


 


“Capital
Stock” of any Person means any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock
and limited liability or partnership interests (whether general or limited),
but excluding any debt securities convertible into such equity.


 


“Capitalized
Lease Obligations” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation will
be the capitalized amount of such obligation at the time any determination
thereof is to be made as determined in accordance with GAAP, and the Stated
Maturity thereof will be the date of the last payment of rent or any other
amount due under such lease prior to the first date such lease may be
terminated without penalty.


 


“Cash
Equivalents” means:


 


(1)                                 securities issued or
directly and fully guaranteed or insured by the United States Government or any
agency or instrumentality of the United States (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;


 


(2)                                 marketable general
obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition of the United States (provided that the full faith and credit of
the United States is pledged in support thereof) and, at the time of
acquisition, having a credit rating of “A” or better


 


4






















 


from either Standard & Poor’s Ratings Services or Moody’s Investors
Service, Inc.;


 


(3)                                 certificates of
deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date
of acquisition thereof issued by any commercial bank the long-term debt of
which is rated at the time of acquisition thereof at least “A” or the
equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the
equivalent thereof by Moody’s Investors Service, Inc., and having combined
capital and surplus in excess of $300.0 million;


 


(4)                                 repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clauses (1), (2) and (3) entered into with any bank meeting the
qualifications specified in clause (3) above;


 


(5)                                 commercial paper rated
at the time of acquisition thereof at least “A-2” or the equivalent thereof by
Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by
Moody’s Investors Service, Inc., or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of investments, and in any case maturing within one
year after the date of acquisition thereof;


 


(6)                                 interests in any
investment company or money market fund which invests 95% or more of its assets
in instruments of the type specified in clauses (1) through (5) above; and


 


(7)                                 in the case of Foreign
Subsidiaries of the Company, substantially similar instruments to those set
forth in clauses (1) through (6) above.


 


“Change of
Control” means:


 


(1)                                 any “person” or
“group” of related persons (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), except that such person or group shall
be deemed to have “beneficial ownership” of all shares that any such person or
group has the right to acquire, whether such right is exercisable immediately
or only after the passage of time, directly or indirectly, of more than 35% of
the total voting power of the Voting Stock of the Company (or its successor by
merger, consolidation or purchase of all or substantially all of its assets)
(for the purposes of this clause, such person or group shall be deemed to beneficially
own any Voting Stock of the Company held by a parent entity, if such person or
group “beneficially owns” (as defined above), directly or indirectly, more than
35% of the voting power of the Voting Stock of such parent entity); or


 


(2)                                 the first day on which
a majority of the members of the Board of Directors of the Company are not
Continuing Directors; or


 


5






















 


(3)                                 the sale, lease,
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
assets of the Company and its Restricted Subsidiaries taken as a whole to any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act); or


 


(4)                                 the adoption by the
stockholders of the Company of a plan or proposal for the liquidation or
dissolution of the Company; or


 


(5)                                 a change of control
under the Existing Convertible Notes;


 


provided, that notwithstanding the foregoing
the occurrence of a reorganization that results in all the Capital Stock of the
Company being held by a parent entity (the “parent entity”) shall not result in
a Change of Control provided that the shareholders of the parent entity
immediately after such reorganization are the shareholders of the Company (with
equivalent ownership percentages) immediately preceding such reorganization.


 


“CHS”
means, CHS/ Community Health Systems, Inc., the borrower under the Senior
Credit Facility.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common
Stock” means with respect to any Person, any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or nonvoting) of such Person’s common stock whether or not outstanding
on the Issue Date, and includes, without limitation, all series and classes of
such common stock.


 


“Company”
means Community Health Systems, Inc., or its successors and assigns.


 


“Consolidated
Coverage Ratio” means as of any date of determination, with respect to any
Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such
Person for the period of the most recent four consecutive fiscal quarters
ending prior to the date of such determination for which financial statements
are in existence to (y) Consolidated Interest Expense for such four fiscal
quarters, provided, however, that:


 


(1)                                    if the Company or
any Restricted Subsidiary:


 


(a)             has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and
Consolidated Interest Expense for such period will be calculated after giving
effect on a pro forma basis to such Indebtedness as if such Indebtedness had
been Incurred on the first day of such period (except that in making such
computation, the amount of Indebtedness under any revolving credit facility
outstanding on the date of such calculation will be deemed to be (i)  the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding or (ii) if such facility was created after the
end of such four fiscal quarters, the average daily balance of such
Indebtedness 


 


6






















 


during the period from the date of creation of such facility to the
date of such calculation) and the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period;
or


 


(b)            has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period that is
no longer outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Consolidated Coverage Ratio involves a
discharge of Indebtedness (in each case other than Indebtedness Incurred under
any revolving credit facility unless such Indebtedness has been permanently
repaid and the related commitment terminated), Consolidated EBITDA and
Consolidated Interest Expense for such period will be calculated after giving
effect on a pro forma basis to such discharge of such Indebtedness, including
with the proceeds of such new Indebtedness, as if such discharge had occurred
on the first day of such period;


 


(2)                                if since the beginning
of such period the Company or any Restricted Subsidiary will have made any
Asset Disposition or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is such an Asset Disposition:


 


(a)         the Consolidated EBITDA for such period will
be reduced by an amount equal to the Consolidated EBITDA (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for
such period or increased by an amount equal to the Consolidated EBITDA (if
negative) directly attributable thereto for such period; and


 


(b)        Consolidated Interest Expense for such period
will be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged with respect
to the Company and its continuing Restricted Subsidiaries in connection with
such Asset Disposition for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such
period directly attributable to the Indebtedness of such Restricted Subsidiary
to the extent the Company and its continuing Restricted Subsidiaries are no
longer liable for such Indebtedness after such sale);


 


(3)                                if since the beginning
of such period the Company or any Restricted Subsidiary (by merger or
otherwise) will have made an Investment in any Restricted Subsidiary (or any
Person which becomes a Restricted Subsidiary or is merged with or into the
Company) or an acquisition of assets, including any acquisition of assets
occurring in connection with a transaction causing a calculation to be made
hereunder, which constitutes all or substantially all of a company, division,
operating unit, segment, business, group of related assets or line of business,
Consolidated EBITDA and Consolidated Interest Expense for such period will be
calculated after giving pro forma effect thereto (including the Incurrence of
any


 


7






















 


Indebtedness) as if such Investment or acquisition occurred on the
first day of such period; and


 


(4)                                if since the beginning
of such period any Person (that subsequently became a Restricted Subsidiary or
was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period) will have Incurred any Indebtedness or discharged any
Indebtedness, made any Asset Disposition or any Investment or acquisition of
assets that would have required an adjustment pursuant to clause (2) or (3)
above if made by the Company or a Restricted Subsidiary during such period,
Consolidated EBITDA and Consolidated Interest Expense for such period will be
calculated after giving pro forma effect thereto as if such transaction
occurred on the first day of such period.


 


For purposes
of this definition, whenever pro forma effect is to be given to any calculation
under this definition, the pro forma calculations will be determined in good
faith by a responsible financial or accounting officer of the Company
(including pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act); except that such pro
forma calculations may include operating expense reductions for such period
resulting from the transaction which is being given pro forma effect that have
been realized or for which the steps necessary for realization have been taken
or are reasonably expected to be taken within six months following any such
transaction (which operating expense reductions are reasonably expected to be
sustainable), provided that, such
adjustments are set forth in a Senior Management Certificate signed by the
Company’s chief financial officer and Senior Management which states (i) the
amount of such adjustment or adjustments, (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the Officers
executing such Senior Management Certificate at the time of such execution and
(iii) that any related incurrence of Indebtedness is permitted pursuant to this
Indenture.  If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness will be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Indebtedness
if such Interest Rate Agreement has a remaining term in excess of 12
months).  If any Indebtedness that is
being given pro forma effect bears an interest rate at the option of the
Company, the interest rate shall be calculated by applying such optional rate
chosen by the Company.


 


“Consolidated EBITDA”
for any period means, without duplication, the Consolidated Net Income for such
period, plus the following to the extent deducted in calculating such
Consolidated Net Income:


 


(1)                    Consolidated Interest Expense;


 


(2)                    Consolidated Income Taxes;


 


(3)                    consolidated depreciation expense;


 


(4)                    consolidated amortization expense
or impairment charges recorded in connection with the application of Financial
Accounting Standard No. 142 “Goodwill and


 


8






















 


Other Intangibles” and Financial Accounting Standard No. 144
“Accounting for the Impairment or Disposal of Long Lived Assets;”


 


(5)                    any restructuring charge appearing
on the face of the statement of operations of the Company in accordance with
GAAP in effect on the Issue Date; and


 


(6)                    other non-cash charges reducing
Consolidated Net Income (excluding any such non-cash charge to the extent it
represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period not
included in the calculation).


 


Notwithstanding
the preceding sentence, clauses (2) through (6) relating to amounts of a
Restricted Subsidiary of a Person will be added to Consolidated Net Income to
compute Consolidated EBITDA of such Person only to the extent (and in the same
proportion) that the net income (loss) of such Restricted Subsidiary was
included in calculating the Consolidated Net Income of such Person and, to the
extent the amounts set forth in clauses (2) through (6) are in excess of those
necessary to offset a net loss of such Restricted Subsidiary or if such
Restricted Subsidiary has net income for such period included in Consolidated
Net Income, only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.


 


“Consolidated Income
Taxes” means, with respect to any Person for any period, taxes
imposed upon such Person or other payments required to be made by such Person
by any governmental authority which taxes or other payments are calculated by
reference to the income or profits of such Person or such Person and its
Restricted Subsidiaries (to the extent such income or profits were included in
computing Consolidated Net Income for such period), regardless of whether such
taxes or payments are required to be remitted to any governmental authority.


 


“Consolidated
Interest Expense” means, for any period, the total interest expense of the
Company and its consolidated Restricted Subsidiaries, whether paid or accrued,
net of interest income actually received in cash and included in interest
expense as set forth on the statement of operations of the Company plus, to the
extent not included in such interest expense:


 


(1)                                interest expense
attributable to Capitalized Lease Obligations and the interest portion of rent
expense associated with Attributable Indebtedness in respect of the relevant
lease giving rise thereto, determined as if such lease were a capitalized lease
in accordance with GAAP and the interest component of any deferred payment
obligations;


 


(2)                                amortization of debt
discount and debt issuance cost (provided
that any amortization of bond premium will be credited to reduce Consolidated
Interest Expense unless, pursuant to GAAP, such amortization of bond premium
has otherwise reduced Consolidated Interest Expense);


 


9






















 


(3)                                non-cash interest
expense;


 


(4)                                commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing;


 


(5)                                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;


 


(6)                                costs associated with
Hedging Obligations (including amortization of fees) provided,  however,
that if Hedging Obligations result in net benefits rather than costs, such
benefits shall be credited to reduce Consolidated Interest Expense unless,
pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net
Income;


 


(7)                                the consolidated
interest expense of such Person and its Restricted Subsidiaries that was
capitalized during such period;


 


(8)                                the product of (a) all
dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued
during such period on any series of Disqualified Stock of such Person or on
Preferred Stock of its Restricted Subsidiaries payable to a party other than
the Company or a Restricted Subsidiary, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
combined federal, state, provincial and local statutory tax rate of such
Person, expressed as a decimal, in each case, on a consolidated basis and in
accordance with GAAP; and


 


(9)                                the cash contributions
to any employee stock ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company and its Restricted Subsidiaries) in connection
with Indebtedness Incurred by such plan or trust.


 


For the
purpose of calculating the Consolidated Coverage Ratio in connection with the
Incurrence of any Indebtedness described in the final paragraph of the
definition of “Indebtedness”, the calculation of Consolidated Interest Expense
shall include all interest expense (including any amounts described in clauses
(1) through (9) above) relating to any Indebtedness of the Company or any
Restricted Subsidiary described in the final paragraph of the definition of
“Indebtedness”.


 


For purposes
of the foregoing, total interest expense will be determined (i) after giving
effect to any net payments made or received by the Company and its Subsidiaries
with respect to Interest Rate Agreements; (ii) exclusive of amounts classified
as other comprehensive income in the balance sheet of the Company and (iii)
exclusive of the write off of deferred financing costs.  Notwithstanding anything to the contrary
contained herein, commissions, discounts, yield and other fees and charges
Incurred in connection with any transaction pursuant to which the Company or
its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a
security interest in any accounts receivable or related assets shall be
included in Consolidated Interest Expense.


 


10






















 


“Consolidated Net Income”
means, for any period, the net income (loss) of the Company and its
consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there will not be included in such
Consolidated Net Income:


 


(1)                                any
net income (loss) of any Person if such Person is not a Restricted Subsidiary,
except that:


 


(a)                                  subject
to the limitations contained in clauses (3) through (8) below, the Company’s
equity in the net income of any such Person for such period will be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (2) below); and


 


(b)                                 the
Company’s equity in a net loss of any such Person (other than an Unrestricted
Subsidiary) for such period will be included in determining such Consolidated
Net Income to the extent such loss has been funded with cash from the Company
or a Restricted Subsidiary;


 


(2)                                any net income (but not
loss) of any Restricted Subsidiary if such Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that:


 


(a)                                  subject
to the limitations contained in clauses (3) through (8) below, the Company’s
equity in the net income of any such Restricted Subsidiary for such period will
be included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary (excluding the effect
of restrictions relating to the Senior Credit Facility permitted pursuant to
clauses (i) and (iii) of the second paragraph of Section 3.4) during
such period to the Company or another Restricted Subsidiary as a dividend
(subject, in the case of a dividend to another Restricted Subsidiary, to the
limitation contained in this clause); and


 


(b)                                 the
Company’s equity in a net loss of any such Restricted Subsidiary for such period
will be included in determining such Consolidated Net Income;


 


(3)                                  any gain (loss)
realized upon the sale or other disposition of any property, plant or equipment
of the Company or its consolidated Restricted Subsidiaries (including pursuant
to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of
in the ordinary course of business and any gain (loss) realized upon the sale
or other disposition of any Capital Stock of any Person;


 


11






















 


(4)                                  any
gain or loss arising from the early extinguishment of any Indebtedness,
including the amortization or writeoff of debt issuance costs or debt discount;


 


(5)                                  any
noncash compensation charges arising from the grant of or issuance or repricing
of stock, stock options or other equity-based awards or any amendment,
modification, substitution or change of any such stock, stock options or other
equity-based awards;


 


(6)                                  inventory
purchase accounting adjustments and amortization and impairment charges resulting
from other purchase accounting adjustments with respect to any acquisition
transaction;


 


(7)                                  any
extraordinary gain or loss; and


 


(8)                                  the
cumulative effect of a change in accounting principles.


 


“Continuing
Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who: (1) was a member of such Board of Directors on
the date of this Indenture; or (2) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such relevant Board at the time of such
nomination or election.


 


“Credit
Facility” means, with respect to the Company or CHS, one or more debt
facilities (including, without limitation, the Senior Credit Facility) or
commercial paper facilities with banks, institutional investors or other
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 in whole or in part from time to time (and
whether or not with the original administrative agent and lenders or another
administrative agent or agents or other lenders and whether or not provided
under the original Senior Credit Facility, any other credit facility or other
agreement or indenture).


 


“Currency
Agreement” means in respect of a Person any foreign exchange contract,
currency swap agreement, futures contract, option contract or other similar
agreement or arrangements as to which such Person is a party or a beneficiary.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.


 


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


 


“Definitive
Securities” means certificated Securities.


 


“Designated
Guarantor Senior Indebtedness” means, with respect to a Subsidiary
Guarantor,  (1) the Guarantee by such
Subsidiary Guarantor of the Bank Indebtedness (to the extent such Guarantee of
the Bank Indebtedness constitutes Guarantor Senior Indebtedness) and (2) any
other Guarantor Senior Indebtedness which, at the date of determination, has an


 


12






















 


aggregate
principal amount outstanding of, or under which, at the date of determination,
the holders thereof are committed to lend up to, at least $25.0 million and is
specifically designated in the instrument evidencing or governing such
Guarantor Senior Indebtedness as “Designated Guarantor Senior Indebtedness” for
purposes of this Indenture.


 


“Designated
Senior Indebtedness” means (1) the Bank Indebtedness and (2) any other
Senior Indebtedness which, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination,
the holders thereof are committed to lend up to, at least $25.0 million and is
specifically designated in the instrument evidencing or governing such Senior
Indebtedness as “Designated Senior Indebtedness” for purposes of this
Indenture.


 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock of such Person which by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable) or upon the happening of any event:


 


(1)                                  matures
or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;


 


(2)                                  is
convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock which is convertible or exchangeable solely at the option of the
Company or a Restricted Subsidiary); or


 


(3)                                  is
redeemable at the option of the holder of the Capital Stock in whole or in
part,


 


in each case
on or prior to the date that is 91 days after the earlier of the date (a) of
the Stated Maturity of the Securities or (b) on which there are no Securities
outstanding, provided that only
the portion of Capital Stock which so matures or is mandatorily redeemable, is
so convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date will be deemed to be Disqualified Stock; provided, further that 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 asset sale (each defined in a
substantially identical manner to the corresponding definitions in this
Indenture) shall not constitute Disqualified Stock if the terms of such Capital
Stock (and all such securities into which it is convertible or for which it is
ratable or exchangeable) provide that the Company may not repurchase or redeem
any such Capital Stock (and all such securities into which it is convertible or
for which it is ratable or exchangeable) pursuant to such provision prior to
compliance by the Company with the provisions of this Indenture described under
Section 3.10 and Section 3.5 and such repurchase or redemption
complies with Section 3.3.


 


“DTC” means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.


 


“Equity
Offering” means a public or private offering for cash by the Company (to
the extent such offering is not on behalf of selling stockholders), as the case
may be, of its Common Stock, or options, warrants or rights with respect to its
Common Stock, other than public


 


13






















 


offerings with
respect to the Company’s Common Stock, or options, warrants or rights,
registered on Form S-4 or S-8.


 


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


 


“Exchange
Securities” has the meaning ascribed to it in the second introductory
paragraph of this Indenture.


 


“Existing
Convertible Notes” means the 4.25% Convertible Subordinated Notes due 2008
issued by the Company on October 15, 2001.


 


 “Foreign Subsidiary” means any
Restricted Subsidiary that is not organized under the laws of the United States
of America or any state thereof or the District of Columbia and any Subsidiary
of such Restricted Subsidiary.


 


“GAAP”
means generally accepted accounting principles in the United States of America
as in effect as of the date of this Indenture, including those 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 approved by a significant segment of the accounting profession.
All ratios and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP. 
Notwithstanding the foregoing, the Company may apply GAAP that is in
effect at the time of the preparation of the financial statements to be made
available to the Holders pursuant to Section 3.11.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:


 


(1)                                  to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services,
to take-or-pay, or to maintain financial statement conditions or otherwise); or


 


(2)                                  entered into for
purposes of assuring in any other manner the obligee of such Indebtedness of
the payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part); provided, however,
that the term “Guarantee” will not include endorsements for collection or
deposit in the ordinary course of business, undertakings customary in a
Qualified Receivables Transaction or “comfort” letters delivered to auditors in
connection with statutory audits. The term “Guarantee” used as a verb has a
corresponding meaning.


 


“Guarantor
Senior Indebtedness” means, with respect to a Subsidiary Guarantor, the
following obligations, whether outstanding on the date of this Indenture or
thereafter issued, without duplication:


 


(1)                                  any Guarantee of the
Bank Indebtedness by such Subsidiary Guarantor and all other Guarantees by such
Subsidiary Guarantor of Senior Indebtedness of the


 


14






















 


Company or Guarantor Senior Indebtedness of any other Subsidiary
Guarantor; and


 


(2)                                  all obligations
consisting of principal of and premium, if any, accrued and unpaid interest on,
and fees and other amounts relating to, all other Indebtedness of the
Subsidiary Guarantor.  Guarantor Senior
Indebtedness includes interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Subsidiary Guarantor
regardless of whether postfiling interest is allowed in such proceeding.


 


Notwithstanding
anything to the contrary in the preceding paragraph, Guarantor Senior
Indebtedness will not include:


 


(1)                                  any Indebtedness
Incurred in violation of this Indenture;


 


(2)                                  any obligations of
such Subsidiary Guarantor to another Subsidiary or the Company;


 


(3)                                  any liability for
Federal, state, local, foreign or other taxes owed or owing by such Subsidiary
Guarantor;


 


(4)                                  any accounts payable
or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities);


 


(5)                                  any Indebtedness,
Guarantee or obligation of such Subsidiary Guarantor that is expressly
subordinate or junior in right of payment to any other Indebtedness, Guarantee
or obligation of such Subsidiary Guarantor, including, without limitation,  any Guarantor Senior Subordinated
Indebtedness and Guarantor Subordinated Obligations of such Guarantor; or


 


(6)                                  any Capital Stock.


 


“Guarantor
Senior Subordinated Indebtedness” means, with respect to a Subsidiary
Guarantor, the obligations of such Subsidiary Guarantor under any Subsidiary
Guarantee and any other Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) that specifically
provides that such Indebtedness is to rank equally in right of payment with the
obligations of such Subsidiary Guarantor under any Subsidiary Guarantee and is
not expressly subordinated by its terms in right of payment to any Indebtedness
of such Subsidiary Guarantor which is not Guarantor Senior Indebtedness of such
Subsidiary Guarantor.


 


“Guarantor
Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue
Date or thereafter Incurred) which is expressly subordinate in right of payment
to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to a written agreement.


 


“Hedging
Obligations” of any Person means the obligations of such Person pursuant to
any Interest Rate Agreement or Currency Agreement.


 


15






















 


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


 


“Hospital”
means a hospital, outpatient clinic, outpatient surgical center, long-term care
facility, medical office building or other facility or business 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 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 30% 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 in such transaction.  Notwithstanding the foregoing, the Company
and its Restricted Subsidiaries may consummate two Hospital Swaps in any
twelve-month period without regard to the requirements of the proviso in the
previous sentence.


 


“IAI” means an institutional
“accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.


 


“Incur”
means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) will be deemed to
be Incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative
to the foregoing.


 


“Indebtedness”
means, with respect to any Person on any date of determination (without
duplication):


 


(1)                                  the principal of and
premium (if any) in respect of indebtedness of such Person for borrowed money;


 


(2)                                  the principal of and
premium (if any) in respect of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments;


 


(3)                                  the principal
component of all obligations of such Person in respect of letters of credit, bankers’
acceptances or other similar instruments (including reimbursement obligations
with respect thereto except to the extent such reimbursement obligation relates
to a trade payable and such obligation is satisfied within 30 days of
Incurrence);


 


(4)                                  the principal
component of all obligations of such Person to pay the deferred and unpaid
purchase price of property (except trade payables), which purchase price is due
more than six months after the date of placing such property in service or
taking delivery and title thereto, other than earnout and similar provisions;


 


(5)                                  Capitalized Lease
Obligations and all Attributable Indebtedness of such Person;


 


16






















 


(6)                                  the principal
component or liquidation preference of all obligations of such Person with
respect to the redemption, repayment or other repurchase of any Disqualified
Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor,
any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)                                  the principal
component of all Indebtedness of other Persons secured by a Lien on any asset
of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such
Indebtedness will be the lesser of (a) the fair market value of such asset at
such date of determination and (b) the amount of such Indebtedness of such
other Persons; provided, further,
that a pledge of Capital Stock of a Person shall not be deemed a Lien on an
asset of the issuer of such Capital Stock;


 


(8)                                  the principal
component of Indebtedness of other Persons to the extent Guaranteed by such
Person;


 


(9)                                  to the extent not
otherwise included in this definition, net obligations of such Person under
Currency Agreements and Interest Rate Agreements (the amount of any such
obligations to be equal at any time to the termination value of such agreement
or arrangement giving rise to such obligation that would be payable by such
Person at such time); and


 


(10)                            to the extent not otherwise
included in this definition, the Receivables Transaction Amount outstanding
relating to a Qualified Receivables Transaction.


 


The amount of
Indebtedness of any Person at any date will be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.  For the avoidance of doubt, Indebtedness
shall not include obligations arising under deferred compensation plans.


 


In addition,
“Indebtedness” of any Person shall include Indebtedness described in the
preceding paragraph that would not appear as a liability on the balance sheet
of such Person if:


 


(1)                                  such Indebtedness is
the obligation of a partnership or joint venture that is not a Restricted
Subsidiary (a “Joint Venture”);


 


(2)                                  such Person or a
Restricted Subsidiary of such Person is a general partner of the Joint Venture
(a “General Partner”); and


 


(3)                                  there is recourse, by
contract or operation of law, with respect to the payment of such Indebtedness
to property or assets of such Person or a Restricted Subsidiary of such Person;
and then such Indebtedness shall be included in an amount not to exceed:


 


(a)                                  the
lesser of (i) the net assets of the General Partner and (ii) the amount of such
obligations to the extent that there is recourse, by


 


17






















 


contract or operation of law,
to the property or assets of such Person or a Restricted Subsidiary of such Person;
or


 


(b)                                 if
less than the amount determined pursuant to clause (a) immediately above, the
actual amount of such Indebtedness that is recourse to such Person or a
Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a
writing and is for a determinable amount.


 


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


 


“Initial Purchasers” means,
together, J.P. Morgan Securities Inc., Banc of 

America Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman, Sachs & Co., Wachovia Capital
Markets, LLC, KeyBanc Capital Markets, NatCity Investments, Inc., Raymond James
& Associates, Inc. and SunTrust Robinson Humphrey Capital Markets, Inc.


 


“Initial
Securities” has the meaning ascribed to it in the second introductory
paragraph of this Indenture.


 


“Interest
Rate Agreement” means with respect to any Person any interest rate
protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.


 


“Investment
Grade Rating,” with respect to the Company, shall occur when the Securities
receive a rating of “BBB-” (with a stable or better outlook) or higher from
Standard & Poor’s Ratings Services (or any successor thereto) and a rating
of “Baa3”  (with a stable or better
outlook) or higher from Moody’s Investors Services, Inc. (or any successor
thereto).


 


“Investment”
means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of any direct or indirect advance,
loan (other than advances or extensions of credit to customers or trade
receivables in the ordinary course of business) or other extensions of credit
(including by way of Guarantee or similar arrangement, but excluding any debt
or extension of credit represented by a bank deposit other than a time deposit)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by, such Person and all other items that are or
would be classified as investments on a balance sheet prepared in accordance
with GAAP; provided that none of the
following will be deemed to be an Investment:


 


(1)                                  Hedging Obligations
entered into in the ordinary course of business and in compliance with this
Indenture;


 


(2)                                  endorsements of
negotiable instruments and documents in the ordinary course of business; and


 


18






















 


(3)                                  an acquisition of
assets, Capital Stock or other securities by the Company or a Subsidiary for
consideration to the extent such consideration consists of Common Stock of the
Company.


 


For purposes
of Section 3.3 and Section 3.9.


 


(1)                                  “Investment” will
include the portion (proportionate to the Company’s equity interest in a
Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the
fair market value of the net assets of such Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company will
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment”
in such Subsidiary at the time of such redesignation less (b) the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the fair
market value of the net assets (as conclusively determined by Senior Management
in good faith) of such Subsidiary at the time that such Subsidiary is so
re-designated a Restricted Subsidiary;


 


(2)                                  any property
transferred to or from an Unrestricted Subsidiary will be valued at its fair
market value at the time of such transfer, in each case as determined in good
faith by the Senior Management; and


 


(3)                                  if the Company or any
Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any
Restricted Subsidiary such that, after giving effect to any such sale or disposition,
such entity 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 distribution
equal to the fair market value (as conclusively determined by Senior Management
in good faith and set forth in a Senior Management Certificate) of the Capital
Stock of that entity not sold or disposed of.


 


“Issue Date”
means December 16, 2004.


 


“Legal Holiday” has
the meaning ascribed to it under Section 13.8.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind (including any conditional sale or other title retention agreement or
lease in the nature thereof).


 


“Net
Available Cash” from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and net proceeds from
the sale or other disposition of any securities received as consideration, but
only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other non-cash form) therefrom, in each
case net of:


 


(1)                                  all legal,
accounting, investment banking, title and recording tax expenses, commissions
and other fees and expenses Incurred, and all Federal, state,


 


19






















 


provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP (after taking into account any available tax credits or
deductions and any tax sharing agreements), as a consequence of such Asset
Disposition;


 


(2)                                  all payments made on
any Indebtedness which is secured by any assets subject to such Asset
Disposition, in accordance with the terms of any Lien upon such assets, or
which must by its terms, or in order to obtain a necessary consent to such
Asset Disposition, or by applicable law be repaid out of the proceeds from such
Asset Disposition;


 


(3)                                  all distributions and
other payments required to be made to minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Disposition; and


 


(4)                                  the deduction of
appropriate amounts to be provided by the seller as a reserve, in accordance
with GAAP, against any liabilities associated with the assets disposed of in
such Asset Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition.


 


“Net Cash
Proceeds,” with respect to any issuance or sale of Capital Stock, means the
cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, listing fees, discounts or
commissions and brokerage, consultant and other fees and charges actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).


 


“Non-Recourse Debt”
means Indebtedness of a Person:


 


(1)                                  as to which neither
the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit
support of any kind (including any undertaking, Guarantee, indemnity, agreement
or instrument that would constitute Indebtedness, but excluding any
undertakings customary in a Qualified Receivables Transaction) or (b) is
directly or indirectly liable (as a guarantor or otherwise);


 


(2)                                  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 of the
Company or any Restricted Subsidiary to declare a default under such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity (except Indebtedness in connection with a Qualified
Receivables Transaction); and


 


(3)                                  the terms of which
provide there is no recourse against any of the assets of the Company or its
Restricted Subsidiaries.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person (as defined in Regulation
S).


 


20






















 


“Offering Memorandum”
means the offering memorandum, dated December 9, 2004, relating to the offering
by the Company of the Securities.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer or the Secretary
of the Company.  Officer of any
Subsidiary Guarantor has a correlative meaning.


 


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


 


“Opinion of Counsel”
means a written opinion (subject to customary assumptions and exclusions) from
legal counsel who is acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company or the Trustee.


 


“Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in:


 


(1)                                  the Company or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary, including any Investment deemed to
be made upon the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary;


 


(2)                                  another Person if as
a result of such Investment such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets to, the
Company or a Restricted Subsidiary;


 


(3)                                  cash and Cash
Equivalents;


 


(4)                                  payroll, travel and
similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business;


 


(5)                                  loans or advances to
employees, officers and consultants in an aggregate principal amount at any one
time outstanding not to exceed $5.0 million and loans or advances that are
forgiven shall continue to be deemed outstanding; provided, however, that the Company and its Subsidiaries
shall comply in all material respects with all applicable provisions of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith that would be applicable to an issuer with debt securities
registered under the Securities Act relating to such loans and advances;


 


(6)                                  Capital Stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments or pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of a
debtor;


 


(7)                                  Investments made as a
result of the receipt of non-cash consideration from an Asset Disposition that
was made pursuant to and in compliance with Section 3.5;


 


21






















 


(8)                                  Investments in
existence on the Issue Date and any extension, modification or renewal of any
such investments existing on the Issue Date, but only to the extent not
involving additional advances, contributions or other Investments (of cash or
otherwise) or other increases thereof or Guarantees (other than as a result of
the accrual or accretion of interest or original issue discount or the issuance
by such investee of pay-in-kind securities, in each case, pursuant to the terms
of such Investment as in effect on the Issue Date);


 


(9)                                  Currency Agreements,
Interest Rate Agreements and related Hedging Obligations, which transactions or
obligations are Incurred in compliance with Section 3.2;


 


(10)                            Investments by the Company
or any of its Restricted Subsidiaries, together with all other Investments
pursuant to this clause (10), in an aggregate amount at the time of such
Investment not to exceed $50.0 million outstanding at any one time (with the
fair market value of such Investment being measured at the time made and
without giving effect to subsequent changes in value);


 


(11)                            Guarantees issued in
accordance with Section 3.2;


 


(12)                            Investments by the Company
or any of its Restricted Subsidiaries in a Permitted Joint Venture, together
with all other Investments pursuant to this clause (12) in an aggregate amount
at the time of such Investment not to exceed $50.0 million outstanding at any
one time;


 


(13)                            Investments by the Company
or a Restricted Subsidiary in connection with a Qualified Receivables
Transaction;


 


(14)                            any Investment received in
exchange for the Capital Stock of an Unrestricted Subsidiary and Investments
owned by an Unrestricted Subsidiary upon its redesignation as a Restricted
Subsidiary;


 


(15)                            (a) any Investment in any
captive insurance subsidiary in existence on the date of issuance of the
Securities or (b) in the event the Company or a Restricted Subsidiary shall
establish a Subsidiary for the purpose of insuring the healthcare business or
facilities owned or operated by the Company, any Subsidiary, any Permitted
Joint Venture or 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 125% of the minimum amount of capital required under the
laws of the jurisdiction in which the Insurance Subsidiary is formed (other
than any excess capital that would result in any unfavorable tax or
reimbursement impact if distributed), 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;


 


(16)                            Physician Support
Obligations made by the Company or any Restricted Subsidiary;


 


22






















 


(17)                            any Investment in a Person
engaged principally in a Related Business prior to such Investment if:


 


(a)                      the Company would, at the time of
such Investment and after giving pro forma effect thereto as if such Investment
had been made at the beginning of the most recently ended four full fiscal
quarter period for which consolidated financial statements are available
immediately preceding the date of such Investment, have been permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage
Ratio set forth in the first paragraph under Section 3.2; and


 


(b)                     the aggregate amount, including
cash and the book value of property other than cash, as determined by the Board
of Directors, of all Investments made pursuant to this paragraph (17) by the
Company and its Restricted Subsidiaries does not exceed in the aggregate 10.0%
of the Total Assets of the Company at the time the Investment is made; provided that Investments of up to $100.0
million shall be permitted under this paragraph (17) without regard to the
requirements of clause (a) of this paragraph (17); and


 


(18)                            Investments
made in connection with Hospital Swaps.


 


“Permitted Joint Venture”
means, with respect to any Person, (1) any corporation, association, or other
business entity (other than a partnership) of which 50% or less of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the Restricted
Subsidiaries of that Person or a combination thereof and (2) any partnership,
joint venture, limited liability company or similar entity of which 50% or less
of the capital accounts, distribution rights, total equity and voting interests
or general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other
Restricted Subsidiaries of that Person or a combination thereof whether in the
form of membership, general, special or limited partnership interests or
otherwise.


 


“Permitted Junior
Securities” shall mean unsecured debt or equity securities of the Company
or any Subsidiary Guarantor or any direct or indirect parent of the Company or
any successor corporation issued pursuant to a plan of reorganization or
readjustment, as applicable, that are subordinated to the payment of all then
outstanding Senior Indebtedness of the Company or Guarantor Senior Indebtedness
of any Subsidiary Guarantor, as applicable, at least to the same extent that
the Securities are subordinated to the payment of all Senior Indebtedness of
the Company or Subsidiary Guarantees are subordinated to the payment of all
Guarantor Senior Indebtedness of any Subsidiary Guarantor, as applicable, on
the Issue Date, so long as to the extent that any Senior Indebtedness or
Guarantor Senior Indebtedness, as applicable, outstanding on the date of
consummation of any such plan of reorganization or readjustment is not paid in
full in cash on such date, the holders of any such Senior


 


23






















 


Indebtedness or Guarantor
Senior Indebtedness not so paid in full in cash have consented to the terms of
such plan of reorganization or readjustment.


 


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


 


(1)                                  Liens securing
Indebtedness and other obligations under the Senior Credit Facility and related
Hedging Obligations and Liens securing other Senior Indebtedness and liens on
assets of Restricted Subsidiaries securing Guarantees of Senior Indebtedness
and other Guarantor Senior Indebtedness permitted to be Incurred under this
Indenture;


 


(2)                                  pledges or deposits
by such Person under workmen’s compensation laws, unemployment insurance laws,
social security laws or similar legislation or regulations or deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person
is a party, or deposits as security for contested taxes or import or customs
duties or for the payment of rent, or deposits or other security securing
liabilities to insurance carriers under insurance or self-insurance
arrangements in each case Incurred in the ordinary course of business;


 


(3)                                  Liens imposed by law,
including carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’
Liens, in each case for sums not yet due or being contested in good faith by
appropriate proceedings if a reserve or other appropriate provisions, if any,
as shall be required by GAAP shall have been made in respect thereof;


 


(4)                                  Liens for taxes,
assessments or other governmental charges not yet subject to penalties for
non-payment or which are being contested in good faith by appropriate
proceedings provided appropriate reserves required pursuant to GAAP have been
made in respect thereof;


 


(5)                                  Liens in favor of
issuers of surety, indemnity, bid, warranty, release, appeal or performance
bonds or letters of credit or bankers’ acceptances issued, and completion
guarantees provided for, pursuant to the request of and for the account of such
Person in the ordinary course of its business; provided,
however, that such letters of
credit do not constitute Indebtedness;


 


(6)                                  encumbrances, ground
leases, easements or reservations of, or rights of others for, licenses, rights
of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning, building codes or other restrictions (including, without
limitation, minor defects or irregularities in title and similar encumbrances)
as to the use of real properties or liens incidental to the conduct of the
business of such Person or to the ownership of its properties which do not in
the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;


 


24






















 


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


 


(8)                                  leases, licenses,
subleases and sublicenses of assets (including, without limitation, real
property and intellectual property rights) which do not materially interfere
with the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries;


 


(9)                                  judgment Liens not
giving rise to an Event of Default so long as such Lien is adequately bonded;


 


(10)                            Liens for the purpose of
securing the payment of all or a part of the purchase price of, or Capitalized
Lease Obligations, purchase money obligations or other payments Incurred to
finance the acquisition, improvement or construction of, assets or property
acquired or constructed in the ordinary course of business; provided  that:


 


(a)                                  the
aggregate principal amount of Indebtedness secured by such Liens is otherwise
permitted to be Incurred under this Indenture and does not exceed the cost of
the assets or property so acquired or constructed; and


 


(b)                                 such
Liens are created within 180 days of construction or acquisition of such assets
or property and do not encumber any other assets or property of the Company or
any Restricted Subsidiary other than such assets or property and assets affixed
or appurtenant thereto;


 


(11)                            banker’s Liens, rights of
set-off or similar rights and remedies as to deposit accounts or other funds
maintained with a depositary institution; provided
that:


 


(a)                                  such
deposit account is not a dedicated cash collateral account and is not subject
to restrictions against access by the Company in excess of those set forth by
regulations promulgated by the Federal Reserve Board; and


 


(b)                                 such
deposit account is not intended by the Company or any Restricted Subsidiary to
provide collateral to the depository institution;


 


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


 


(13)                            Liens existing on the Issue
Date;


 


25






















 


(14)                            Liens on property or shares
of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not
created, Incurred or assumed in connection with, or in contemplation of, such
other Person becoming a Restricted Subsidiary; provided
further, however, that any such Lien may not extend to any other
property owned by the Company or any Restricted Subsidiary;


 


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


 


(16)                            Liens securing Indebtedness
or other obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary;


 


(17)                            Liens securing the
Securities and any Subsidiary Guarantees;


 


(18)                            Liens securing Refinancing
Indebtedness Incurred to refinance, refund, replace, amend, extend or modify
Indebtedness that was previously so secured; provided
that any such 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 Indebtedness being refinanced or is
in respect of property that is the security for a Permitted Lien hereunder;


 


(19)                            any interest or title of a
lessor under any Capitalized Lease Obligation or operating lease;


 


(20)                            Liens on assets that are
the subject of a Qualified Receivables Transaction;


 


(21)                            Liens in favor of the Company
or a Restricted Subsidiary;


 


(22)                            Liens under industrial
revenue, municipal or similar bonds;


 


(23)                            Liens in connection with
dispositions of self-pay receivables in the ordinary course of business, which
the Company or any of its Restricted Subsidiaries believe in good faith cannot
be paid in full; and


 


(24)                            in addition to the items
referred to in clauses (1) through (23) above, Liens of the Company and its
Restricted Subsidiaries in an aggregate amount which, when taken together with
the aggregate amount of all other Liens Incurred pursuant to this clause (24)
and then outstanding will not exceed $10.0 million.


 


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


 


26






















 


“Physician
Support Obligation” means:


 


(1)                                  a loan to or on
behalf of, or a Guarantee of Indebtedness of or income of, a physician or
healthcare professional providing service to patients in the service area of a
Hospital operated by the Company or any of its Restricted Subsidiaries made or
given by the Company or any Restricted 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; or


 


(2)                                  Guarantees by the
Company or any Restricted Subsidiary of leases and loans to acquire property
(real or personal) for or on behalf of a physician or healthcare professional
providing service to patients in the service area of a Hospital operated by the
Company or any of its Restricted Subsidiaries.


 


“Preferred
Stock,” as applied to the Capital Stock of any corporation, means Capital
Stock of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of Capital
Stock of any other class of such corporation.


 


“QIB”
means any “qualified institutional buyer” as such term is defined in Rule 144A.


 


“Qualified
Proceeds” means assets that are used or useful in, or Capital Stock of any
Person engaged in, a Related Business; provided that the fair market value of any such assets or
Capital Stock shall be determined by the Board of Directors in good faith,
except that in the event the value of any such assets or Capital Stock exceeds
$50.0 million, the fair market value shall be determined by an independent
financial advisor.


 


“Qualified
Receivables Transaction” means any sale, factoring or securitization
transactions involving Receivables that may be entered into by the Company or
any of its Restricted Subsidiaries pursuant to which the Company or any of its
Restricted Subsidiaries may sell, convey or otherwise transfer, or may grant a
security interest in, any Receivables (whether now existing or arising in the
future) of the Company or any of its Restricted Subsidiaries, and any assets
related thereto including, without limitation, all collateral securing such
Receivables, all contracts and all guarantees or other obligations in respect
of such Receivables, the proceeds of such Receivables and other assets which
are customarily transferred, or in respect of which security interests are
customarily granted, in connection with sales, factoring or securitizations
involving Receivables.


 


“Receivable”
means a right to receive payment arising from a sale or lease of goods or the
performance of services by a Person pursuant to an arrangement with another
Person pursuant to which such other Person is obligated to pay for goods or
services under terms that permit the purchase of such goods and services on
credit and all proceeds thereof and rights (contractual or otherwise) and
collateral related thereto and shall include, in any event, any items of
property that would be classified as an account receivable of the Company or
any of its subsidiaries or an “account,” “chattel paper,” “payment intangible”
or “instrument” under the


 


27






















 


Uniform
Commercial Code as in effect in the State of New York and any “supporting
obligations” or “proceeds” as so defined of any such items.


 


“Receivables
Transaction Amount” means (a) in the case of any Receivables securitization
(but excluding any sale or factoring of Receivables), the amount of obligations
outstanding under the legal documents entered into as part of such Receivables
securitization on any date of determination that would be characterized as
principal if such Receivables securitization were structured as a secured
lending transaction rather than as a purchase and (b) in the case of any sale
or factoring of Receivables, the cash purchase price paid by the buyer in
connection with its purchase of Receivables (including any bills of exchange) less the amount of collections received in respect of such
Receivables and paid to such buyer, excluding any amounts applied to purchase
fees or discount or in the nature of interest, in each case as determined in
good faith and in a consistent and commercially reasonable manner by the
Company.


 


“Redemption
Date” means, with respect to any redemption of Securities, the date of
redemption with respect thereto.


 


“Refinancing Indebtedness”
means Indebtedness that is Incurred to refund, refinance, replace, exchange,
renew, repay or extend (including pursuant to any defeasance or discharge
mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall
have a correlative meaning) any Indebtedness existing on the date of this
Indenture or Incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness, provided, however,
that:


 


(1)                                  (a) if the Stated
Maturity of the Indebtedness being refinanced is earlier than the Stated
Maturity of the Securities, the Refinancing Indebtedness has a Stated Maturity
no earlier than the Stated Maturity of the Indebtedness being refinanced or (b)
if the Stated Maturity of the Indebtedness being refinanced is later than the
Stated Maturity of the Securities, the Refinancing Indebtedness has a Stated
Maturity at least 91 days later than the Stated Maturity of the Securities;


 


(2)                                  the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being refinanced;


 


(3)                                  such Refinancing
Indebtedness is Incurred in an aggregate principal amount (or if issued with
original issue discount, an aggregate issue price) that is equal to or less
than the sum of the aggregate principal amount (or if issued with original
issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced (plus, without duplication, any additional
Indebtedness Incurred to pay interest or premiums required by the instruments
governing such existing Indebtedness and fees Incurred in connection
therewith); and


 


(4)                                  if the Indebtedness
being refinanced is subordinated in right of payment to the Securities or a
Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of
payment to the Securities or the Subsidiary Guarantee, as


 


28






















 


the case may be, on terms at least as favorable to the holders as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.


 


“Registered
Exchange Offer” shall have the meaning set forth in the Registration Rights
Agreement.


 


“Registration
Rights Agreement” means that certain registration rights agreement dated as
of the date of this Indenture by and among the Company and the Initial
Purchasers set forth therein and, with respect to any Additional Securities,
one or more substantially similar registration rights agreements among the
Company and the other parties thereto, as such agreements may be amended from
time to time.


 


“Regulation
S” means Regulation S under the Securities Act.


 


“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 or any business engaged in by the Company on the Issue
Date.


 


“Replacement
Assets” means:


 


(1)                                  other properties or
assets to replace the properties or assets that were the subject of the Asset
Disposition;


 


(2)                                  properties and assets
that will be used in businesses of the Company or its Restricted Subsidiaries
or a Related Business; or


 


(3)                                  any Related Business
or Capital Stock of a Person operating in a Related Business to the extent not
otherwise prohibited by this Indenture.


 


“Representative”
means any trustee, agent or representative (if any) of an issue of Senior
Indebtedness; provided that when
used in connection with the Senior Credit Facility, the term “Representative”
shall refer to the administrative agent under the Senior Credit Facility.


 


“Restricted
Investment” means any Investment other than a Permitted Investment.


 


“Restricted
Period”, with respect to any Securities, means the period of 40 consecutive
days beginning on and including the later of (A) the day on which the
Securities are first offered to Persons other than distributors (as defined in
Regulation S), notice of which day shall be promptly given by the Company to
the Trustee, and (B) the issue date with respect to such Securities.


 


“Restricted
Securities Legend” means the Private Placement Legend set forth in Section
2.1(d)(A) or the Regulation S Legend set forth in Section 2.1(d)(B),
as applicable.


 


“Restricted
Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


29






















 


“Sale/Leaseback
Transaction” means an arrangement relating to property now owned or
hereafter acquired whereby the Company or a Restricted Subsidiary transfers
such property to a Person and the Company or a Restricted Subsidiary leases it
from such Person.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Securities”
has the meaning ascribed to it in the second introductory paragraph of this
Indenture.


 


“Securities
Act” means the Securities Act of 1933 (15 U.S.C. §§ 77a-77aa), as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Securities
Custodian” means the custodian with respect to the Global Securities (as
appointed by DTC), or any successor Person thereto and shall initially be the
Trustee.


 


“Securities
Register” means the register of Securities, maintained by the Registrar,
pursuant to Section 2.3.


 


“Senior
Credit Facility” means the Amended and Restated Credit Facility among the
Company, CHS, JPMorgan Chase Bank, as Administrative Agent and the lenders
parties thereto from time to time, dated as of August 19, 2004, as amended by
an Amendment dated December 16, 2004 including any related letters of credit,
Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as the same may be amended, restated,
modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time (including increasing the amount loaned thereunder, extending the
maturity of any Indebtedness thereunder or contemplated thereby or deleting, adding
or substituting one or more parties thereto (whether or not such added or
substituted parties are banks or other institutional lenders or the Company
becomes a borrower thereunder)); provided
that such additional Indebtedness is Incurred in accordance with Section 3.2);
provided, further that a Senior Credit
Facility shall not include (x) Indebtedness issued, created or Incurred
pursuant to a registered offering of securities under the Securities Act or a
private placement of securities (including under Rule 144A or Regulations S)
pursuant to an exemption from the registration requirements of the Securities
Act or (y) Indebtedness that is subordinate or junior in right of payment to
other Indebtedness.


 


“Senior
Indebtedness” means, whether outstanding on the Issue Date or thereafter
issued, created, Incurred or assumed, all amounts payable by the Company under
or in respect of all other Indebtedness of the Company (including without
limitation, by virtue of the Company’s Guarantee of obligations under the
Senior Credit Facility), including premiums and accrued and unpaid interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company at the rate specified
in the documentation with respect thereto whether or not a claim for post
filing interest is allowed in such proceeding) and fees relating thereto; provided, however, that Senior Indebtedness will not
include:


 


(1)                                  any Indebtedness
Incurred in violation of this Indenture;


 


(2)                                  any obligation of the
Company to any Subsidiary;


 


(3)                                  any liability for
Federal, state, foreign, local or other taxes owed or owing by the Company;


 


30






















 


(4)                                  any accounts payable
or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities);


 


(5)                                  any Indebtedness,
Guarantee or obligation of the Company that is expressly subordinate or junior
in right of payment to any other Indebtedness, Guarantee or obligation of the
Company, including, without limitation, any Senior Subordinated Indebtedness
and any Subordinated Obligations; or


 


(6)                                  any Capital Stock.


 


“Senior
Management” shall mean the Chairman of the Board (if an officer),
President, Chief Executive Officer, Chief Operating Officer or Chief Financial
Officer of the Company.


 


“Senior
Management Certificate” shall mean a certificate signed by at least one
member of Senior Management.


 


“Senior
Subordinated Indebtedness” means the Securities and any other Indebtedness
of the Company that specifically provides that such Indebtedness is to rank
equally with the Securities in right of payment and is not subordinated by its
terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.


 


“Shelf Registration
Statement” shall have the meaning set forth in the Registration
Rights Agreement.


 


“Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC.


 


 “Stated Maturity” means, with respect
to any security, the date specified in such security as the fixed date on which
the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision, but shall not include any
contingent obligations to repay, redeem or repurchase any such principal prior
to the date originally scheduled for the payment thereof.


 


“Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on
the Issue Date or thereafter Incurred) which is subordinate or junior in right
of payment to the Securities pursuant to a written agreement.


 


“Subsidiary”
of any Person means (a) any corporation, association or other business entity
(other than a partnership, joint venture, limited liability company or similar
entity) of which more than 50% of the total ordinary 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 (or persons
performing similar functions) or (b) any partnership, joint venture limited
liability company or similar business entity of which more than 50% of the
capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, is, in the case of
clauses (a) and (b), at the time owned or controlled, directly or indirectly,
by (1) such Person, (2) such Person and one or more Subsidiaries of such Person
or (3) one or more Subsidiaries of such Person. Unless otherwise specified
herein, each reference to a Subsidiary will refer to a Subsidiary of the
Company.


 


31






















 


“Subsidiary
Guarantee” means, individually, any Guarantee of payment of the Securities
and Exchange Securities issued in a registered exchange offer pursuant to the
Registration Rights Agreement by a Subsidiary Guarantor pursuant to the terms
of this Indenture and any supplemental indenture thereto (which shall be
substantially in the form of Exhibit C), and, collectively, all such
Guarantees.  Each such Subsidiary
Guarantee will be in the form prescribed by this Indenture.


 


“Subsidiary
Guarantor” means each Subsidiary of the Company in existence on the Issue
Date that provides a Subsidiary Guarantee on the Issue Date and any other
Restricted Subsidiary that provides a Subsidiary Guarantee in accordance with
this Indenture; provided that
upon the release or discharge of such Person from its Guarantee in accordance
with this Indenture, such Person ceases to be a Subsidiary Guarantor.


 


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


 


“Total
Assets” means, as of any date of determination, the sum of the amounts that
would appear on the consolidated balance sheet of the Company and its
Restricted Subsidiaries as the total assets (after deducting accumulated depreciation
and amortization, allowances for doubtful accounts, other applicable reserves
and other similar items) of the Company and its Restricted Subsidiaries.


 


 “Trust Officer” shall mean, 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 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.


 


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


 


“Unrestricted
Subsidiary” means:


 


(1)                                  any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors of the Company in the manner provided
below; and


 


(2)                                  any Subsidiary of an
Unrestricted Subsidiary.


 


The Board of
Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary
through merger or consolidation or Investment therein) to be an Unrestricted
Subsidiary only if:


 


(1)                                  such Subsidiary or
any of its Subsidiaries does not own any Capital Stock or Indebtedness of or
have any Investment in, or own or hold any Lien on any property of, any other
Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so
designated or otherwise an Unrestricted Subsidiary;


 


32






















 


(2)                                  all the Indebtedness
of such Subsidiary and its Subsidiaries shall, at the date of designation, and
will at all times thereafter, consist of Non-Recourse Debt;


 


(3)                                  such designation and
the Investment of the Company in such Subsidiary complies with Section 3.3;


 


(4)                                  such Subsidiary,
either alone or in the aggregate with all other Unrestricted Subsidiaries, does
not operate, directly or indirectly, all or substantially all of the business
of the Company and its Subsidiaries;


 


(5)                                  such Subsidiary 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 Capital Stock of such Person; 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


 


(6)                                  on the date such
Subsidiary is designated an Unrestricted Subsidiary,  such Subsidiary is not a party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary with
terms taken as a whole, substantially less favorable to the Company than those
that might have been obtained from Persons who are not Affiliates of the
Company.


 


Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of
the Company giving effect to such designation and an Officers’ Certificate
certifying that such designation complies with the foregoing conditions. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing
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 as of such date.


 


The Board of
Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that
immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof and the Company could Incur at least $1.00 of additional Indebtedness
under the first paragraph under Section 3.2 on a pro forma basis taking
into account such designation.


 


“U.S.
Government Obligations” means securities that are (a) direct obligations of
the United States of America for the timely payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligations or a specific payment of principal of or interest on any such U.S.
Government Obligations held by such custodian for the account of the holder


 


33






















 


of such
depositary receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S.
Government Obligations evidenced by such depositary receipt.


 


“Voting
Stock” of a corporation means all classes of Capital Stock of such
corporation then outstanding and normally entitled to vote in the election of
directors.


 


“Wholly-Owned
Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of
which (other than directors’ qualifying shares) is owned by the Company or
another Wholly-Owned Subsidiary.


 


SECTION 1.2.  
Other Definitions.


 


	
  Term

  	
   

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional
  Restricted Securities”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Affiliate
  Transaction”

  	
   

  	
  3.

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agent”

  	
   

  	
  3.

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.

  	
  1(e)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Asset
  Disposition Offer”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “Asset
  Disposition Offer Amount”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “Asset
  Disposition Offer Period”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “Asset
  Disposition Purchase Date”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “Authenticating
  Agent”

  	
   

  	
  2.

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  “Blockage
  Notice”

  	
   

  	
  10.

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  “Change of
  Control Offer”

  	
   

  	
  3.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  “Change of
  Control Payment”

  	
   

  	
  3.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  “Change of
  Control Payment Date”

  	
   

  	
  3.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  “Company
  Order”

  	
   

  	
  2.

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  “covenant
  defeasance option”

  	
   

  	
  8.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “cross
  acceleration provision”

  	
   

  	
  6.

  	
  1(6)(b)

  



 


34






















 


	
  Term

  	
   

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Defaulted
  Interest”

  	
   

  	
  2.

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  6.

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  “Excess
  Proceeds”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “Exchange
  Global Note”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Global
  Securities”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Guarantor
  Obligations”

  	
   

  	
  11.

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  “Institutional
  Accredited Investor Global Note”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Institutional
  Accredited Investor Notes”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “legal
  defeasance option”

  	
   

  	
  8.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Pari Passu
  Notes”

  	
   

  	
  3.

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  “payment
  default”

  	
   

  	
  6.

  	
  1(6)(a)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  “Payment
  Blockage Period”

  	
   

  	
  10.

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  “Private
  Placement Legend”

  	
   

  	
  2.

  	
  1(d)

  
	
   

  	
   

  	
   

  	
   

  
	
  “protected
  purchaser”

  	
   

  	
  2.

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  “Registrar”

  	
   

  	
  2.

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  “Regulation
  S Global Note”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Regulation
  S Legend”

  	
   

  	
  2.

  	
  1(d)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Regulation
  S Notes”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Resale
  Restriction Termination Date”

  	
   

  	
  2.

  	
  6(a)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Restricted
  Payment”

  	
   

  	
  3.

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  “Restricted
  Securities”

  	
   

  	
  2.

  	
  1(a)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Rule 144A
  Global Note”

  	
   

  	
  2.

  	
  1(b)

  



 


35






















 


	
  Term

  	
   

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Rule 144A
  Notes”

  	
   

  	
  2.

  	
  1(b)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Special
  Interest Payment Date”

  	
   

  	
  2.

  	
  13(a)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Special
  Record Date”

  	
   

  	
  2.

  	
  13(a)

  
	
   

  	
   

  	
   

  	
   

  
	
  “Successor
  Company”

  	
   

  	
  4.

  	
  1

  



 


SECTION 1.3.   Incorporation by Reference of Trust
Indenture Act.  This Indenture is
subject to the mandatory provisions of the TIA, which are incorporated by
reference in and made a part of this Indenture.  The following TIA terms have the following meanings:


 


“Commission”
means the SEC.


 


“indenture securities” means the Securities.


 


“indenture security holder” means a
Securityholder.


 


“indenture to be qualified” means this
Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities means
the Company, any Subsidiary Guarantors and any other obligor on the indenture
securities.


 


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


 


SECTION 1.4.  
Rules of Construction. 
Unless the context otherwise requires:


 


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


 


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


 


(3)                                  “including”
means including without limitation;


 


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


 


(5)                                  the
principal amount of any non-interest bearing or other discount security at any date
shall be the principal amount thereof that would be shown on a balance sheet of
the issuer dated such date prepared in accordance with GAAP;


 


36






















 


(6)                                  the
principal amount of any Preferred Stock shall be (i) the maximum liquidation
value of such Preferred Stock or (ii) the maximum mandatory redemption or
mandatory repurchase price with respect to such Preferred Stock, whichever is
greater;


 


(7)                                  all
amounts expressed in this Indenture or in any of the Securities in terms of
money refer to the lawful currency of the United States of America; and


 


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


 


ARTICLE II


 


THE SECURITIES


 


SECTION 2.1.  
Form, Dating and Terms.


 


(a) 
The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.  The Initial Securities issued on the date hereof will be in an
aggregate principal amount of $300,000,000. 
In addition, the Company may issue, from time to time in accordance with
the provisions of this Indenture,  Additional Securities and Exchange Securities.  Furthermore, Securities may be authenticated
and delivered upon registration or transfer, or in lieu of, other Securities
pursuant to Section 2.6, 2.9,  2.11, 5.8 or 9.5
or in connection with a Change of Control Offer pursuant to Section 3.10
or an Asset Disposition Offer under Section 3.5.


 


The Initial
Securities shall be known and designated as “6.50% Senior Subordinated Notes,
Series A, due 2012” of the Company. 
Additional Securities issued as securities bearing one of the
restrictive legends described under Section 2.1(d) (“Restricted
Securities”) shall be known and designated as “6.50% Senior Subordinated
Notes, Series A, due 2012” of the Company. 
Additional Securities issued other than as Restricted Securities shall
be known and designated as “6.50% Senior Subordinated Notes, Series B, due
2012” of the Company, and Exchange Securities shall be known and designated as
“6.50% Senior Subordinated Notes, Series B, due 2012” of the Company.


 


With respect to
any Additional Securities, the Company shall set forth in (a) a Board
Resolution of the Company and (b) (i) an Officers’ Certificate or (ii) one or
more indentures supplemental hereto, the following information:


 


(1)                                  the
aggregate principal amount of such Additional Securities to be authenticated
and delivered pursuant to this Indenture which may be in an unlimited aggregate
principal amount;


 


(2)                                  the
issue price and the issue date of such Additional Securities, including the
date from which interest shall accrue; and


 


37






















 


(3)                                  whether
such Additional Securities shall be Restricted Securities issued in the form of
Exhibit A hereto and/or shall be issued in the form of Exhibit B
hereto.


 


The Initial
Securities, the Additional Securities and the Exchange Securities shall be
considered collectively as a single class for all purposes of this
Indenture.  Holders of the Initial
Securities, the Additional Securities and the Exchange Securities will vote and
consent together on all matters to which such Holders are entitled to vote or
consent as one class, and none of the Holders of the Initial Securities, the
Additional Securities or the Exchange Securities shall have the right to vote
or consent as a separate class on any matter to which such Holders are entitled
to vote or consent.


 


If any of the
terms of any Additional Securities are established by action taken pursuant to
a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the Secretary or any Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate or the indenture supplemental hereto setting forth the
terms of the Additional Securities.


 


(b) 
The Initial Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated December 9, 2004, among the Company and
the Initial Purchasers.  The Initial
Securities and any Additional Securities (if issued as Restricted Securities)
(the “Additional Restricted Securities”) will be resold initially only
to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on
Regulation S.  Such Initial Securities
and Additional Restricted Securities may thereafter be transferred to, among
others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance
with Rule 501 of the Securities Act, in each case, in accordance with the
procedure described herein.  Additional
Securities offered after the date hereof may be offered and sold by the Company
from time to time pursuant to one or more purchase agreements in accordance
with applicable law.


 


Initial Securities and Additional Restricted
Securities offered and sold to QIBs in the United States of America in reliance
on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a
permanent global Security, without interest coupons, substantially in the form
of Exhibit A, which is hereby incorporated by reference and made a part
of this Indenture, including appropriate legends as set forth under Section
2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as
custodian for DTC, duly executed by the Company and authenticated by the
Trustee as hereinafter provided.  The
Rule 144A Global Note may be represented by more than one certificate, if so
required by DTC’s rules regarding the maximum principal amount to be
represented by a single certificate. 
The aggregate principal amount of the Rule 144A Global Note may from
time to time be increased or decreased by adjustments made on the Rule 144A
Global Note and on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.


 


Initial Securities and Additional Securities
offered and sold outside the United States of America (the “Regulation S
Notes”) in reliance on Regulation S shall be issued in the form of a
permanent global Security, without interest coupons, substantially in the form
of Exhibit A including appropriate legends as set forth under Section
2.1(d) (the “Regulation S Global Note”). The Regulation S Global
Note will be deposited upon issuance with the Trustee, as custodian for DTC,
duly executed by the Company and authenticated by the Trustee as


 


38






















 


hereinafter provided.  During the Restricted Period, interests in
the Regulation S Global Note may be transferred to Non-U.S. Persons pursuant to
Regulation S or to QIBs and IAIs in accordance with this Indenture.


 


The Regulation S Global Note may be
represented by more than one certificate, if so required by DTC’s rules
regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal
amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the Regulation S Global Note and on the
records of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided.


 


Initial Securities and Additional Securities
resold to IAIs (the “Institutional Accredited Investor Notes”) in the
United States of America shall be issued in the form of a permanent global
Security, without interest coupons, substantially in the form of Exhibit A
including appropriate legends as set forth under Section 2.1(d) (the “Institutional
Accredited Investor Global Note”) deposited with the Trustee, as custodian
for DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The Institutional
Accredited Investor Global Note may be represented by more than one
certificate, if so required by DTC’s rules regarding the maximum principal
amount to be represented by a single certificate.  The aggregate principal amount of the Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the Institutional Accredited Investor Note and on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


Exchange Securities exchanged for interests
in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited
Investor Notes will be issued in the form of a permanent global Security,
without interest coupons, substantially in the form of Exhibit B, which
is hereby incorporated by reference and made a part of this Indenture,
deposited with the Trustee as hereinafter provided, including the appropriate
legend set forth under Section 2.1(d) (the “Exchange Global Note”).  The Exchange Global Note will be deposited
upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Exchange Global Note may be represented by more than one
certificate, if so required by DTC’s rules regarding the maximum principal
amount to be represented by a single certificate.


 


The Rule 144A Global Note, the Regulation S
Global Note, the Institutional Accredited Investor Global Note and the Exchange
Global Note are sometimes collectively herein referred to as the “Global
Securities.”


 


The principal of (and premium, if any) and
interest on the Securities shall be payable at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of
New York, State  of  New  York,
or at such other office or agency of the Company as may be maintained for such
purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of
interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Securities Register or (ii) wire
transfer to an account located in the United States maintained by the payee.  Payments in respect of Securities
represented by a Global Security (including principal, premium, if any, and
interest) will be made by wire transfer of immediately available funds to


 


39






















 


the accounts specified by DTC.  Payments in respect of Securities
represented by Definitive Securities (including principal, premium, if any, and
interest) held by a Holder of at least $1,000,000 aggregate principal amount of
Securities represented by Definitive Securities will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).


 


The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage, in addition to
those set forth on Exhibit A and Exhibit B and under Section
2.1(d).  The Company and the Trustee
shall approve the forms of the Securities and any notation, endorsement or
legend on them.  Each Security shall be
dated the date of its authentication. 
The terms of the Securities set forth in Exhibit A and Exhibit
B are part of the terms of this Indenture and, to the extent applicable,
the Company and the Trustee by their execution and delivery of this Indenture,
expressly agree to be bound by such terms.


 


(c)  Denominations.  The Securities shall be issuable only in
fully registered form, without interest coupons, and only in denominations of
$1,000 and an integral multiple thereof.


 


(d)  Restrictive
Legends.  Unless and until (i) an
Initial Security is sold under an effective registration statement or (ii) an
Initial Security is exchanged for an Exchange Security in connection with an
effective registration statement, in each case pursuant to the Registration
Rights Agreement or a similar agreement,


 


(A)  the Rule 144A Global Note and the
Institutional Accredited Investor Global Note shall bear the following legend
(the “Private Placement Legend”) on the face thereof:


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A


 


40






















 


PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE
IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM.  THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


(B)  the Regulation S Global Note shall bear the
following legend (the “Regulation S Legend”) on the face thereof:


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A)
TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL


 


41






















 


BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.


 


(C)  Each Global Security, whether or not an
Initial Security, shall bear the following legend on the face thereof:


 


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


 


TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO


 


42






















 


TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.


 


(e)  Book-Entry
Provisions.


 


(i)  This Section 2.1(e) shall apply only
to Global Securities deposited with the Trustee, as custodian for DTC.


 


(ii)  Each Global Security initially shall (x) be
registered in the name of DTC or the nominee of DTC, (y) be delivered to the
Trustee as custodian for DTC and (z) bear legends as set forth under Section
2.1(d).


 


(iii)  Members of, or participants in, DTC (“Agent
Members”) shall have no rights under this Indenture with respect to any
Global Security held on their behalf by DTC or by the Trustee as the custodian
of DTC or under such Global Security, and DTC may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner
of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
DTC or impair, as between DTC and its Agent Members, the operation of customary
practices of DTC governing the exercise of the rights of a Holder of a
beneficial interest in any Global Security.


 


(iv)  In connection with any transfer of a portion
of the beneficial interest in a Global Security pursuant to subsection (f) of
this Section 2.1 to beneficial owners who are required to hold
Definitive Securities, the Securities Custodian shall reflect on its books and
records the date and a decrease in the principal amount of such Global Security
in an amount equal to the principal amount of the beneficial interest in the
Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and make available for delivery, one or more
Definitive Securities of like tenor and amount.


 


(v)  In connection with the transfer of an entire
Global Security to beneficial owners pursuant to subsection (f) of this Section
2.1, such Global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, to each beneficial owner
identified by DTC in exchange for its beneficial interest in such Global
Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations.


 


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


 


(vii)  Any Holder of a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial
interests in such Global Security may be effected only through a book-entry
system maintained by (a) the Holder of such Global Security (or its agent) or
(b) any Holder of a beneficial interest in such Global Security, and that
ownership of a beneficial interest in such Global Security shall be required to
be reflected in a book entry.


 


43






















 


(f)  Definitive
Securities.  (i)  Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities.  If required to
do so pursuant to any applicable law or regulation, beneficial owners may
obtain Definitive Securities in exchange for their beneficial interests in a
Global Security upon written request in accordance with DTC’s and the
Registrar’s procedures.  In addition,
Definitive Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in a Global Security if (A) DTC notifies the
Company at any time that it is unwilling or unable to continue as depositary
for such Global Security or DTC ceases to be a clearing agency registered under
the Exchange Act, at a time when DTC is required to be so registered in order
to act as depositary, and in each case a successor depositary is not appointed
by the Company within 90 days of such notice or, (B) the Company in its sole
discretion executes and delivers to the Trustee and Registrar an Officers’
Certificate stating that such Global Security shall be so exchangeable or (C)
an Event of Default has occurred and is continuing and the Registrar has
received a request from DTC.  In the
event of the occurrence of any of the events specified in clause (A), (B) or
(C) of the preceding sentence, the Company shall promptly make available to the
Trustee a reasonable supply of Definitive Securities in fully registered form
without interest coupons.


 


(ii)  Any Definitive Security delivered in
exchange for an interest in a Global Security pursuant to Section 2.1(e)(iv)
or (v) shall, except as otherwise provided by Section 2.6(c),
bear the applicable legend regarding transfer restrictions applicable to the Definitive
Security set forth under Section 2.1(d).


 


(iii)  In connection with the exchange of a portion
of a Definitive Security for a beneficial interest in a Global Security, the
Trustee shall cancel such Definitive Security, and the Company shall execute,
and the Trustee shall authenticate and make available for delivery, to the
transferring Holder a new Definitive Security representing the principal amount
not so transferred.


 


SECTION 2.2.  
Execution and Authentication. 
One Officer shall sign the Securities for the Company by manual or
facsimile signature.  If an Officer
whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.


 


A Security shall not be valid until an
authorized signatory of the Trustee manually authenticates the Security.  The signature of the Trustee on a Security
shall be conclusive evidence that such Security has been duly and validly
authenticated and issued under this Indenture. 
A Security shall be dated the date of its authentication.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Trustee shall authenticate and
make available for delivery:  (1)
Initial Securities for original issue on the Issue Date in an aggregate
principal amount of $300,000,000, (2) subject to the terms of this Indenture,
Additional Securities for original issue in an unlimited principal amount and
(3) Exchange Securities for issue only in a Registered Exchange Offer or upon
resale under an effective Shelf Registration Statement, and only in exchange
for Initial Securities or Additional Securities of an equal principal amount,
in each case upon a written order of the Company signed by one Officer of the
Company (the “Company Order”). 
Such Company Order shall specify whether the Securities will be in the
form of Definitive Securities or Global


 


44






















 


Securities, the amount of the Securities to
be authenticated and the date on which the original issue of Securities is to
be authenticated and whether the Securities are to be Initial Securities,
Additional Securities or Exchange Securities.


 


The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate the
Securities.  Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company.  Unless
limited by the terms of such appointment, any such Authenticating Agent may
authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by the Authenticating
Agent.  An Authenticating Agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.


 


In case the Company, pursuant to Article
IV, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which the Company
shall have been merged, or the Person which shall have received a conveyance,
transfer, lease or other disposition as aforesaid, shall have executed an
indenture supplemental hereto with the Trustee pursuant to Article IV,
any of the Securities authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to time,
at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Order of the successor Person, shall authenticate and
make available for delivery Securities as specified in such order for the
purpose of such exchange.  If Securities
shall at any time be authenticated and delivered in any new name of a successor
Person pursuant to this Section 2.2 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time outstanding for Securities authenticated
and delivered in such new name.


 


SECTION 2.3.  
Registrar and Paying Agent. 
The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the “Registrar”)
and an office or agency where Securities may be presented for payment (the “Paying
Agent”).  The Company shall cause
each of the Registrar and the Paying Agent to maintain an office or agency in
New York, New York.  The Registrar shall
keep a register of the Securities and of their transfer and exchange (the “Securities
Register”).  The Company may have
one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any
additional paying agent and the term “Registrar” includes any co-registrar.


 


The Company shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this
Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall notify the Trustee of the name and address of each
such agent.  If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 7.7.  Any of the Company’s 


 


45






















 


Wholly-Owned Subsidiaries organized in the
United States may act as Paying Agent, Registrar or transfer agent.


 


The Company initially appoints the Trustee as
Registrar and Paying Agent for the Securities. 
The Company may remove any Registrar or Paying Agent without notice to
any Securityholder upon written notice to such Registrar or Paying Agent and to
the Trustee; provided, however,
that no such removal shall become effective until (i) acceptance of any
appointment by a successor as evidenced by an appropriate agreement entered
into by the Company and such successor Registrar or Paying Agent, as the case
may be, and delivered to the Trustee or (ii) notification to the Trustee that
the Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. 
The Registrar or Paying Agent may resign at any time upon written notice
to the Company and the Trustee.


 


SECTION 2.4.  
Paying Agent to Hold Money in Trust.  By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall deposit with the Paying Agent a sum sufficient in
immediately available funds to pay such principal, premium, if any, or interest
when due.  The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that such Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money held by such Paying Agent for the payment of principal, premium, if any,
of or interest on the Securities (whether such assets have been distributed to
it by the Company or other obligors on the Securities) and shall notify the
Trustee in writing of any default by the Company or any Subsidiary Guarantor in
making any such payment.  If any
Subsidiary Guarantor of the Company acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee and
to account for any funds or assets disbursed by such Paying Agent.  Upon complying with this Section 2.4,
the Paying Agent (if other than a Subsidiary Guarantor of the Company) shall
have no further liability for the money delivered to the Trustee.  Upon any bankruptcy, reorganization or
similar proceeding with respect to the Company, the Trustee shall serve as
Paying Agent for the Securities.


 


SECTION 2.5.  
Securityholder Lists.  The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders
and shall otherwise comply with TIA § 312(a). 
If the Trustee is not the Registrar, or to the extent otherwise required
under the TIA, the Company, on its own behalf and on behalf of each of the
Subsidiary Guarantors, if any, shall furnish or cause the Registrar to furnish
to the Trustee, in writing at least five 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 Securityholders and the Company and the Subsidiary
Guarantors shall otherwise comply with TIA § 312(a).


 


SECTION 2.6.  
Transfer and Exchange.


 


(a) 
The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior
to the date which is two years after the later of the date of its original
issue and the last date on which the Company or


 


46






















 


any Affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”):


 


(i)  a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a
beneficial interest therein to a QIB shall be made upon the representation of
the transferee, in the form of assignment as set forth on the reverse of the
Security, that it is purchasing the Security for its own account or an account
with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of
Rule 144A, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A;


 


(ii) 
a transfer of a Rule 144A Note or an Institutional Accredited Investor
Note or a beneficial interest therein to an IAI shall be made upon receipt by
the Trustee or its agent of a certificate substantially in the form set forth
under Section 2.7 from the proposed transferee and, if requested by the
Company or the Trustee, the receipt by the Trustee or its agent of an opinion
of counsel, certification and/or other information satisfactory to each of
them; and


 


(iii) 
a transfer of a Rule 144A Note or an Institutional Accredited Investor
Note or a beneficial interest therein to a Non-U.S. Person shall be made upon
receipt by the Trustee or its agent of a certificate substantially in the form set forth under Section 2.8
from the proposed transferor and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them.


 


After the Resale Restriction Termination Date, interests in a Rule 144A
Note or an Institutional Accredited Investor Note may be transferred in
accordance with applicable law without requiring the certifications set forth
under Section 2.7 or 2.8 or any additional certification.


 


(b)  The
following provisions shall apply with respect to any proposed transfer of a
Regulation S Note prior to the expiration of the Restricted Period:


 


(i)  a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall
be made upon the representation of the transferee, in the form of assignment as
set forth on the reverse of the Security, that it is purchasing the Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and
that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by
Rule 144A;


 


47






















 


(ii) 
a transfer of a Regulation S Note or a beneficial interest therein to an
IAI shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth under Section 2.7 from the proposed
transferee and, if requested by the Company or the Trustee, the delivery of an
opinion of counsel, certification and/or other information satisfactory to each
of them; and


 


(iii) 
a transfer of a Regulation S Note or a beneficial interest therein to a
Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth under Section 2.8 hereof
from the proposed transferor and, if requested by the Company or the Trustee,
receipt by the Trustee or its agent of an opinion of counsel, certification
and/or other information satisfactory to each of them.


 


After the expiration of the Restricted
Period, interests in the Regulation S Note may be transferred in accordance
with applicable law without requiring the certifications set forth under Section
2.7 or 2.8 or any additional certification.


 


(c)  Restricted
Securities Legend.  Upon the
transfer, exchange or replacement of Securities not bearing a Restricted
Securities Legend, the Registrar shall deliver Securities that do not bear a
Restricted Securities Legend.  Upon the
transfer, exchange or replacement of Securities bearing a Restricted Securities
Legend, the Registrar shall deliver only Securities that bear a Restricted
Securities Legend unless, (i) Initial Securities are being exchanged for
Exchange Securities in a Registered Exchange Offer in which case the Exchange
Securities shall not bear a Restricted Securities Legend, (ii) an Initial
Security is being transferred pursuant to the Shelf Registration Statement or
other effective registration statement or (iii) there is delivered to the
Registrar an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of
the Securities Act.  Any Additional
Securities sold in a registered offering shall not be required to bear the
Restricted Securities Legend.


 


(d) 
The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.1 or this Section
2.6.  The Company shall have the
right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable prior
written notice to the Registrar.


 


(e)  Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i) 
To permit registrations of transfers and exchanges, the Company shall,
subject to the other terms and conditions of this Article II, execute,
and the Trustee shall authenticate, Definitive Securities and Global Securities
at the Registrar’s request.


 


(ii) 
No service charge shall be made to a Holder for any registration of
transfer or exchange, but the Company may require the Holder to pay a sum
sufficient to cover any transfer tax, assessment, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charges payable upon exchange or transfer pursuant
to Section 9.5).


 


(iii) 
The Company (and the Registrar) shall not be required to register the
transfer of or exchange of any Security for a period beginning 15 days before
the mailing of a


 


48






















 


notice of an
offer to repurchase or redeem Securities and ending at the close of business on
the day of such mailing.


 


(iv) 
Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent or the Registrar may deem
and treat the person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of,
premium, if any, and interest on such Security and for all other purposes
whatsoever, including without limitation the transfer or exchange of such
Security, whether or not such Security is overdue, and none of the Company, the
Trustee, the Paying Agent or the Registrar shall be affected by notice to the
contrary.


 


(v) 
Any Definitive Security delivered in exchange for an interest in a
Global Security pursuant to Section 2.1(e) shall, except as otherwise
provided by Section 2.6(c), bear the applicable legend regarding
transfer restrictions applicable to the Definitive Security set forth under Section
2.1(d).


 


(vi) 
All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.


 


(f)  No
Obligation of the Trustee.


 


(i)  The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Security, a member of, or a
participant in, DTC or other Person with respect to the accuracy of the records
of DTC or its nominee or of any participant or member thereof, with respect to
any ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than DTC) of any
notice (including any notice of redemption) or the payment of any amount or
delivery of any Securities (or other security or property) under or with
respect to such Securities.  All notices
and communications to be given to the Holders and all payments to be made to
Holders in respect of the Securities shall be given or made only to or upon the
order of the registered Holders (which shall be DTC or its nominee in the case
of a Global Security).  The rights of
beneficial owners in any Global Security shall be exercised only through DTC
subject to the applicable rules and procedures of DTC.  The Trustee may rely and shall be fully
protected in relying upon information furnished by DTC with respect to its
members, participants and any beneficial owners.


 


(ii)  The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between
or among DTC participants, members or beneficial owners in any Global Security)
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


49






















 


SECTION 2.7.  
Form of Certificate to be Delivered in Connection with Transfers to
IAIs.


 


[Date]


 


SunTrust Bank

Corporate Trust Division


201 Fourth Avenue North


8th Floor


Nashville, TN 37219



Attention: Donna Williams, First Vice President


 


	
  Re:

  	
  Community Health Systems, Inc.

  
	
   

  	
  6.50% Senior Subordinated Notes, Series A, due 2012

  



 


Ladies and
Gentlemen:


 


This certificate is delivered to request a
transfer of
$                          
principal amount of the 6.50% Senior Subordinated Notes, Series A, due 2012
(the “Securities”) of Community Health Systems, Inc. (the “Company”).


 


Upon transfer, the Securities would be
registered in the name of the new beneficial owner as follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxpayer ID
  Number:

  	
   

  	
   

  
						



 


The undersigned represents and warrants to
you that:


 


1.                                       We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)),
purchasing for our own account or for the account of such an institutional
“accredited investor” at least $250,000 principal amount of the Securities, and
we are acquiring the Securities not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act.  We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risk of our investment in the Securities and we invest in or purchase
securities similar to the Securities in the normal course of our business.  We and any accounts for which we are acting
are each able to bear the economic risk of our or its investment.


 


2.                                       We understand
that the Securities have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following
sentence.  We agree on our own behalf
and on behalf of any investor account for which we are purchasing Securities to
offer, sell or otherwise transfer such Securities prior to the date that is two
years after the later of the date of original issue and the last date on which
the Company or


 


50






















 


any affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (a) to the Company, (b) pursuant to a registration
statement that has been declared effective under the Securities Act, (c) in a
transaction complying with the requirements of Rule 144A under the Securities
Act, to a person we reasonably believe is a “qualified institutional buyer”
under Rule 144A of the Securities Act (a “QIB”) that is purchasing for
its own account or for the account of a QIB and to whom notice is given that
the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S
under the Securities Act, (e) to an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
“accredited investor,” in each case in a minimum principal amount of Securities
of $250,000, for investment purposes and not with a view to or for offer or
sale in connection with any distribution in violation of the Securities Act or
(f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to
any requirement of law that the disposition of our property or the property of
such investor account or accounts be at all times within our or their control
and in compliance with any applicable state securities laws.  The foregoing restrictions on resale will
not apply subsequent to the Resale Restriction Termination Date.  If any resale or other transfer of the
Securities is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and
SunTrust Bank, as Trustee (the “Trustee”), which shall provide, among
other things, that the transferee is an institutional “accredited investor”
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) and that it is acquiring such Securities for investment purposes and not
for distribution in violation of the Securities Act.  Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the
Resale Termination Date of the Securities pursuant to clause (d), (e) or (f)
above to require the delivery of an opinion of counsel, certifications and/or
other information satisfactory to the Company and the Trustee.


 


The Trustee 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.


 


	
   

  	
  TRANSFEREE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
						



 


 


cc:  Community Health Systems, Inc.


 


51






















 


SECTION 2.8.   Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.


 


[Date]


 


SunTrust Bank

Corporate Trust Division


201 Fourth Avenue North


8th Floor


Nashville, TN 37219



Attention: Donna Williams, First Vice President


 


	
  Re:

  	
  Community Health Systems, Inc.

  
	
   

  	
  6.50% Senior Subordinated Notes, Series A, due 2012

  



 


Ladies and
Gentlemen:


 


In connection with our proposed sale of
$                        
aggregate principal amount of the 6.50% Senior Subordinated Notes, Series A,
due 2012 (the “Securities”) of Community Health Systems, Inc. (the “Company”),
we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that:


 


(a)                                  the
offer of the Securities was not made to a person in the United States;


 


(b)                                 either
(i) at the time the buy order was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was
executed in, on or through the facilities of a designated off-shore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been pre-arranged with a buyer in the United States;


 


(c)                                  no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as
applicable; and


 


(d)                                 the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


 


In addition, if the sale is made during a
restricted period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of
Regulation S are applicable thereto, we confirm that such sale has been made in
accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1),
as the case may be.


 


SunTrust Bank, as Trustee, 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


 


52






















 


any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the
meanings set forth in Regulation S.


 


	
  Very truly
  yours,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Name of
  Transferor]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  	
   

  
					



 


cc:  Community Health Systems, Inc.


 


SECTION 2.9.  
Mutilated, Destroyed, Lost or Stolen Securities.  If a mutilated Security is surrendered to
the Registrar or if the Holder of a Security claims that the Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met, such that the Securityholder (a)
notifies the Company or the Trustee within a reasonable time after such
Securityholder has notice of such loss, destruction or wrongful taking and the
Registrar has not registered a transfer prior to receiving such notification,
(b) makes such request to the Company or the Trustee prior to the Security
being acquired by a protected purchaser as defined in Section 8-303 of the
Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any
other reasonable requirements of the Trustee. 
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss
which any of them may suffer if a Security is replaced, and, in the absence of
notice to the Company, any Subsidiary Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and, upon receipt of a Company Order, the Trustee shall authenticate and make
available for delivery, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor
and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Security under
this Section, the Company may require that such Holder pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of counsel and
of the Trustee) in connection therewith.


 


Every new Security issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, any
Subsidiary Guarantor (if applicable) and any other obligor upon the Securities,
whether or not the mutilated, destroyed, lost or stolen Security shall be at
any time


 


53






















 


enforceable by anyone, and shall be entitled
to all benefits of this Indenture equally and proportionately with any and all
other Securities duly issued hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities.


 


SECTION 2.10.  
Outstanding Securities. 
Securities outstanding at any time are all Securities authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.  A Security does not cease to be outstanding
in the event either of the Company or an Affiliate of the Company holds the
Security, provided, however, that
(i) for purposes of determining which are outstanding for consent or voting
purposes hereunder, the provisions of Section 13.6 shall apply and (ii)
in determining whether the Trustee shall be protected in making a determination
whether the Holders of the requisite principal amount of outstanding Securities
are present at a meeting of Holders of Securities for quorum purposes or have
consented to or voted in favor of any request, demand, authorization,
direction, notice, consent, waiver, amendment or modification hereunder, or
relying upon any such quorum, consent or vote, only Securities which a Trust
Officer of the Trustee actually knows to be held by the Company or an Affiliate
of the Company shall not be considered outstanding.


 


If a Security is replaced pursuant to Section
2.9 (other than a mutilated Security surrendered for replacement), it
ceases to be outstanding and interest on it ceases to accrue unless the Trustee
and the Company receive proof satisfactory to them that the replaced Security
is held by a protected purchaser.  A
mutilated Security ceases to be outstanding upon surrender of such Security and
replacement pursuant to Section 2.9.


 


If the Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a Redemption Date or maturity date
money sufficient to pay all principal, premium, if any, and accrued interest
payable on that date with respect to the Securities (or portions thereof) to be
redeemed or maturing, as the case may be, and the Paying Agent is not
prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to
accrue.


 


SECTION 2.11.  
Temporary Securities.  In
the event that Definitive Securities are to be issued under the terms of this
Indenture, until such Definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially
in the form, and shall carry all rights, of Definitive Securities but may have
variations that the Company considers appropriate for temporary
Securities.  Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate Definitive
Securities.  After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at any office
or agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery in exchange therefor, one or more Definitive Securities representing


 


54






















 


an equal principal amount
of Securities.  Until so exchanged, the
Holder of temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as a Holder of Definitive Securities.


 


SECTION 2.12.  
Cancellation.  The Company
at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment.  The
Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment or cancellation and dispose of such
Securities in accordance with its internal policies and customary procedures
and shall deliver canceled Securities to the Company pursuant to written
direction by an Officer of the Company. 
If the Company or any Subsidiary Guarantor acquires any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same
are surrendered to the Trustee for cancellation pursuant to this Section
2.12.  The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation for any reason other than in connection with a transfer or
exchange.


 


At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by DTC to the Trustee for cancellation or
retained and canceled by the Trustee. 
At any time prior to such cancellation, if any beneficial interest in a
Global Security is exchanged for Definitive Securities, transferred in exchange
for an interest in another Global Security, redeemed, repurchased or canceled,
the principal amount of Securities represented by such Global Security shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Securities Custodian for such Global Security) with respect
to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.


 


SECTION 2.13.  
Payment of Interest; Defaulted Interest.  Interest on any Security which is payable,
and is punctually paid or duly provided for, on any interest payment date shall
be paid to the Person in whose name such Security (or one or more predecessor
Securities) is registered at the close of business on the regular record date
for such payment at the office or agency of the Company maintained for such
purpose pursuant to Section 2.3.


 


Any interest on any Security which is
payable, but is not paid when the same becomes due and payable and such
nonpayment continues for a period of 30 days shall forthwith cease to be
payable to the Holder on the regular record date, and such defaulted interest
and (to the extent lawful) interest on such defaulted interest at the rate
borne by the Securities (such defaulted interest and interest thereon herein
collectively called “Defaulted Interest”) shall be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:


 


(a) 
The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective predecessor
Securities) are registered at the close of business on a Special Record Date
(as defined below) for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date (not less than 30 days after
such notice) of the proposed payment (the “Special Interest Payment Date”),
and at the same time the


 


55






















 


Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. 
Thereupon the Trustee shall fix a record date (the “Special Record
Date”) for the payment of such Defaulted Interest, which date shall be not
more than 15 days and not less than 10 days prior to the Special Interest
Payment Date and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date, and in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date and Special
Interest Payment Date therefor to be given in the manner provided for under Section
13.2, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date and Special Interest Payment
Date therefor having been so given, such Defaulted Interest shall be paid on
the Special Interest Payment Date to the Persons in whose names the Securities
(or their respective predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (b).


 


(b) 
The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.


 


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


 


SECTION 2.14.  
Computation of Interest. 
Interest on the Securities shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.


 


SECTION 2.15.  
CUSIP, Common Code and ISIN Numbers.  The Company in issuing the Securities may use “CUSIP,” “Common
Code” or “ISIN” numbers and, if so, the Trustee shall use “CUSIP,” “Common
Code” or “ISIN” numbers in notices of redemption or purchase as a convenience
to Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption or purchase and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption or purchase shall not be affected by any defect in or omission of
such CUSIP, Common Code or ISIN number. 
The Company shall promptly notify the Trustee in writing of any change
in the CUSIP, Common Code or ISIN number.


 


56






















 


ARTICLE III


 


COVENANTS


 


SECTION 3.1.  
Payment of Securities. 
The Company shall promptly pay the principal of, premium, if any, and
interest on the Securities on the dates and in the manner provided in the
Securities and in this Indenture. 
Principal, premium, if any, and interest shall be considered paid on the
date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture immediately available funds sufficient to pay all
principal, premium, if any, and interest then due and the Trustee or the Paying
Agent, as the case may be, is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture.


 


The Company shall pay interest on overdue
principal at the rate specified therefor in the Securities, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.


 


The Company and any Subsidiary Guarantors
will pay any present or future stamp, court or documentary taxes or any other
excise or property taxes, charges or similar levies that arise in any
jurisdiction from the execution, delivery, enforcement or registration of the
Securities, the Subsidiary Guarantees (if any), this Indenture or any other
document or instrument in relation thereof, or the receipt of any payments with
respect to the Securities or any Subsidiary Guarantees, excluding such taxes,
charges or similar levies imposed by any jurisdiction outside of the United
States, the jurisdiction of incorporation of any successor of the Company or
any Subsidiary Guarantor or any jurisdiction in which a paying agent is
located, other than those resulting from, or required to be paid in connection
with, the enforcement of the Securities, the Subsidiary Guarantees (if any) or
any other such document or instrument following the occurrence of any Event of
Default with respect to the Securities. 
The Company or the Subsidiary Guarantors, if any, will agree to indemnify
the Holders for any such taxes paid by such Holders.


 


Notwithstanding anything to the contrary
contained in this Indenture, the Company or any Subsidiary Guarantor may, to
the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal, premium
or interest payments hereunder.


 


SECTION 3.2.   Limitation on Indebtedness.  The Company will not, and will not permit
any of its Restricted Subsidiaries to, Incur any Indebtedness (including
Acquired Indebtedness); provided, however,
that the Company and its Restricted Subsidiaries may Incur Indebtedness
(including Acquired Indebtedness) if on the date thereof:


 


(1)                                   the Consolidated
Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25
to 1.00; and


 


(2)                                   no Default or Event
of Default will have occurred or be continuing or would occur as a consequence
of Incurring the Indebtedness or transactions relating to such Incurrence.


 


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The first
paragraph of this Section 3.2 will not prohibit the Incurrence of the
following Indebtedness:


 


(1)                                  Indebtedness of the
Company or CHS or any Restricted Subsidiary Incurred pursuant to a Credit
Facility or a Qualified Receivables Transaction in an aggregate principal
amount up to $2,500.0 million less the aggregate principal amount of all
principal repayments with the proceeds from Asset Dispositions utilized in
accordance with clause (3)(a) of Section 3.5 that permanently reduce the
commitments thereunder;


 


(2)                                  Guarantees by the
Company or any Subsidiary Guarantor of Indebtedness Incurred in accordance with
the provisions of this Indenture or Guarantees by a Foreign Subsidiary of
Indebtedness of a Foreign Subsidiary; provided that in the event such
Indebtedness that is being Guaranteed is (a) Senior Subordinated Indebtedness
or Guarantor Senior Subordinated Indebtedness, then the related Guarantee shall
rank equally in right of payment to any Subsidiary Guarantee or (b) a Subordinated
Obligation or a Guarantor Subordinated Obligation, then the related Guarantee
shall be subordinated in right of payment to the Securities or any Subsidiary
Guarantee;


 


(3)                                  Indebtedness of the
Company owing to and held by any Restricted Subsidiary or Indebtedness of a
Restricted Subsidiary owing to and held by the Company or any other Restricted
Subsidiary; provided, however,


 


(a)          if the Company is the obligor on such
Indebtedness, such Indebtedness is subordinated to the prior payment in full in
cash of all obligations with respect to the Securities;


 


(b)         if a Subsidiary Guarantor is the obligor on
such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee,
such Indebtedness is subordinated in right of payment to any Subsidiary Guarantees
of such Subsidiary Guarantor;


 


(c)          any subsequent issuance or transfer of
Capital Stock or any other event which results in any such Indebtedness being
beneficially held by a Person other than the Company or a Restricted Subsidiary
of the Company; and


 


(d)         any sale or other transfer of any such
Indebtedness to a Person other than the Company or a Restricted Subsidiary of
the Company;


 


shall be
deemed, in each case, to constitute an Incurrence of such Indebtedness by the
Company or such Subsidiary, as the case may be.


 


(4)                                  Indebtedness
represented by (a) the Securities issued on the Issue Date, any Subsidiary
Guarantees and the related exchange notes and exchange guarantees issued in a
registered exchange offer pursuant to the


 


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Registration Rights Agreement, (b) any Indebtedness (other than the
Indebtedness described in clauses (1), (2), (3), (5), (7), (8), (9), (10), (11)
and (12)) outstanding on the Issue Date and (c) any Refinancing Indebtedness
Incurred in respect of any Indebtedness described in this clause (4) or
Incurred pursuant to the first paragraph of this Section 3.2;


 


(5)                                  Indebtedness under
Hedging Obligations that are Incurred in the ordinary course of business (and
not for speculative purposes) (1) for the purpose of fixing or hedging interest
rate risk with respect to any Indebtedness Incurred without violation of this
Indenture; or (2) for the purpose of fixing or hedging currency exchange rate
risk with respect to any currency exchanges;


 


(6)                                  the Incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness represented by
Capitalized Lease Obligations, Attributable Indebtedness, mortgage financings
or purchase money obligations with respect to assets other than Capital Stock
or other Investments, in each case Incurred for the purpose of financing or
refinancing all or any part of the purchase price or cost of construction or
improvements of property used in the business of the Company or such Restricted
Subsidiary, in an aggregate principal amount not to exceed the greater of (x)
$50.0  million or (y) 1.5% of Total
Assets, at any time outstanding;


 


(7)                                  Indebtedness Incurred
in respect of workers’ compensation claims, self-retention or self-insurance
obligations, unemployment insurance, performance, release, appeal, surety and
similar bonds and related reimbursement obligations and completion guarantees
provided or Incurred by the Company or a Restricted Subsidiary in the ordinary
course of business and obligations in connection with participation in
government reimbursement or other programs or other similar requirements;


 


(8)                                  Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, contribution, earnout, adjustment of purchase price or similar
obligations, in each case, Incurred or assumed in connection with the
acquisition or disposition of any business, assets or Capital Stock of a
Restricted Subsidiary, provided
that the maximum aggregate liability in respect of all such Indebtedness shall
at no time exceed the gross proceeds actually received by the Company and its
Restricted Subsidiaries in connection with such disposition;


 


(9)                                  Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business, provided, however, that such Indebtedness is
extinguished within five Business Days of Incurrence;


 


59






















 


(10)                            shares of Preferred Stock of a Restricted
Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent transfer of
any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer of any such shares of Preferred Stock (except to the Company or
another Restricted Subsidiary) shall be deemed, in each case, to be an issuance
of Preferred Stock;


 


(11)                            Indebtedness of the Company to the extent the
net proceeds thereof are promptly deposited to defease the Securities as
described under Section 8.1;


 


(12)                            Physician Support Obligations incurred by the
Company or any Restricted Subsidiary; and


 


(13)                            in
addition to the items referred to in clauses (1) through (12) above,
Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
outstanding principal amount which, when taken together with the principal
amount of all other Indebtedness Incurred pursuant to this clause (13) and then
outstanding (including any renewals, extensions, substitutions, refinancings or
replacements of such Indebtedness), will not exceed $100.0 million at any time
outstanding.


 


For purposes
of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section
3.2:


 


(1)                                  subject to clause (2)
below, in the event that Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the first and second paragraphs of this Section
3.2, the Company, in its sole discretion, will be permitted to classify
such item of Indebtedness on the date of Incurrence, or later reclassify all or
a portion of such item of Indebtedness in any manner that complies with this Section
3.2, and only be required to include the amount and type of such
Indebtedness in one of such clauses;


 


(2)                                  all Indebtedness
outstanding on the date of this Indenture under the Senior Credit Facility
shall be deemed initially Incurred on the Issue Date under clause (1) of the
second paragraph of this Section 3.2 and not the first paragraph or
clause (4) of the second paragraph of this Section 3.2;


 


(3)                                  Guarantees of, or
obligations in respect of letters of credit relating to, Indebtedness which is
otherwise included in the determination of a particular amount of Indebtedness
shall not be included;


 


(4)                                  if obligations in
respect of letters of credit are Incurred pursuant to a Credit Facility and are
being treated as Incurred pursuant to the first or second paragraph above and
the letters of credit relate to other Indebtedness, then such other
Indebtedness shall not be included;


 


60






















 


(5)                                  the principal amount
of any Disqualified Stock of the Company or a Restricted Subsidiary, or
Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor,
will be equal to the greater of the maximum mandatory redemption or repurchase
price (not including, in either case, any redemption or repurchase premium) or
the liquidation preference thereof;


 


(6)                                  Indebtedness
permitted by this Section 3.2 need not be permitted solely by reference
to one provision permitting such Indebtedness but may be permitted in part by
one such provision and in part by one or more other provisions of this Section
3.2 permitting such Indebtedness;


 


(7)                                  the amount of
Indebtedness issued at a price that is less than the principal amount thereof
will be equal to the amount of the liability in respect thereof determined in
accordance with GAAP;


 


(8)                                  the principal amount
of any Indebtedness outstanding in connection with a Qualified Receivables
Transaction is the Receivables Transaction Amount relating to such Qualified
Receivables Transactions (which amount shall not include dispositions of
self-pay receivables in the ordinary course of business, which the Company or
any of its Restricted Subsidiaries believes in good faith cannot be paid in
full); and


 


(9)                                  for purposes of
clarity, Indebtedness may be Incurred under a Credit Facility pursuant to the
first paragraph above, and clauses (1), (2) 
(with respect to Guarantees), and (13) of the second paragraph so long
as the borrowing thereunder is permitted to be Incurred pursuant to that
provision.


 


Accrual of
interest, accrual of dividends, the accretion of accreted value, the payment of
interest in the form of additional Indebtedness and the payment of dividends in
the form of additional shares of Preferred Stock or Disqualified Stock will not
be deemed to be an Incurrence of Indebtedness for purposes of this Section
3.2.  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 and (ii) the principal
amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.


 


In addition,
the Company will not permit any of its Unrestricted Subsidiaries to Incur any
Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse
Debt. If at any time an Unrestricted Subsidiary becomes a Restricted
Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred
by a Restricted Subsidiary as of such date (and, if such Indebtedness is not
permitted to be Incurred as of such date under this Section 3.2, the
Company shall be in Default of this Section 3.2).


 


For purposes of
determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of
Indebtedness denominated in a foreign currency shall be calculated based on the
relevant


 


61






















 


currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such
Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S.
dollar-dominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-dominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced.  Notwithstanding any other provision of this Section
3.2, the maximum amount of Indebtedness that the Company and its Restricted
Subsidiaries may Incur pursuant to this Section 3.2 shall not be deemed
to be exceeded solely as a result of fluctuations in the exchange rate of
currencies.  The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different
currency from the Indebtedness being refinanced, shall be calculated based on
the currency exchange rate applicable to the currencies in which such
Refinancing Indebtedness is denominated that is in effect on the date of such
refinancing.


 


SECTION 3.3.   Limitation on Restricted Payments.  The Company will not, and will not permit
any of its Restricted Subsidiaries, directly or indirectly, to:


 


(1)                                  declare or pay any
dividend or make any distribution (whether made in cash, securities or other
property) on or in respect of its Capital Stock (including any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) except:


 


(a)          dividends or distributions payable in Capital
Stock of the Company (other than Disqualified Stock) or in options, warrants or
other rights to purchase such Capital Stock of the Company; and


 


(b)         dividends or distributions payable to the
Company or a Restricted Subsidiary (and if such Restricted Subsidiary is not a
Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro
rata basis);


 


(2)                               purchase, redeem, retire
or otherwise acquire for value any Capital Stock of the Company or any direct
or indirect parent of the Company held by Persons other than the Company or a
Restricted Subsidiary (other than in exchange for Capital Stock of the Company
(other than Disqualified Stock));


 


(3)                               purchase, repurchase,
redeem, defease or otherwise acquire or retire for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations or Guarantor Subordinated Obligations (other than the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Subordinated Obligations or Guarantor Subordinated Obligations purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of purchase,
repurchase, redemption, defeasance or other acquisition or retirement and


 


62






















 


other than Subordinated Obligations or Guarantor Subordinated
Obligations held by the Company or any Restricted Subsidiary); or


 


(4)                               make any Restricted
Investment in any Person;


 


(any such
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Restricted Investment referred to in clauses (1)
through (4) shall be referred to herein as a “Restricted Payment”), if at the
time the Company or such Restricted Subsidiary makes such Restricted Payment:


 


(a)                        a Default shall have occurred
and be continuing (or would result therefrom); or


 


(b)                       the Company is not able to Incur
an additional $1.00 of Indebtedness pursuant to the first paragraph under
Section 3.2 after giving effect, on a pro forma basis, to such Restricted
Payment; or


 


(c)                        the aggregate amount of such
Restricted Payment and all other Restricted Payments declared or made
subsequent to the Issue Date (excluding Restricted Payments permitted by
clauses (1), (2), (3), (4), (7), (8) and (9)) would exceed the sum of:


 


(i)                                     50% of
Consolidated Net Income for the period (treated as one accounting period) from
the beginning of the fiscal quarter which includes the date of this Indenture
to the end of the most recent fiscal quarter ending prior to the date of such
Restricted Payment for which financial statements are in existence (or, in case
such Consolidated Net Income is a deficit, minus 100% of such deficit);


 


(ii)                                  100% of the aggregate
Net Cash Proceeds and the fair market value of Qualified Proceeds received by
the Company from the issue or sale of its Capital Stock (other than
Disqualified Stock) or other capital contributions subsequent to the Issue Date
(other than (x) Net Cash Proceeds received from an issuance or sale of such
Capital Stock to a Subsidiary of the Company or an employee stock ownership
plan, option plan or similar trust to the extent such sale to an employee stock
ownership plan or similar trust is financed by loans from or Guaranteed by the
Company or any Restricted Subsidiary unless such loans have been repaid with
cash on or prior to the date of determination and (y) Net Cash Proceeds
received by the Company from the issue or sale of its Capital Stock to the
extent used to redeem Securities in compliance with the provisions of Section
5.1 as it relates to the second paragraph of Section 5 of the Securities);


 


63






















 


(iii)                               the amount by which
Indebtedness of the Company or its Restricted Subsidiaries is reduced on the
Company’s balance sheet upon the conversion or exchange (other than (x) by a
Subsidiary of the Company or (y) the conversion of the Existing Convertible
Notes) subsequent to the Issue Date of any Indebtedness of the Company or its
Restricted Subsidiaries convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair market value of any other property, distributed by the Company or its
Restricted Subsidiaries upon such conversion or exchange);


 


(iv)                              the amount equal to the
net reduction in Restricted Investments made by the Company or any of its
Restricted Subsidiaries in any Person resulting from:


 


(A)                              repurchases
or redemptions of such Restricted Investments by such Person, proceeds realized
upon the sale of such Restricted Investment to an unaffiliated purchaser,
repayments of loans or advances or other transfers of assets (including by way
of dividend or distribution) by such Person to the Company or any Restricted
Subsidiary (other than expressly for reimbursement of tax payments); or


 


(B)                                the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued
in each case as provided in the definition of “Investment”) not to exceed, in
the case of any Unrestricted Subsidiary, the amount of Investments previously
made by the Company or any Restricted Subsidiary in such Unrestricted
Subsidiary,


 


which amount
in each case under this clause (iv) was included in the calculation of the
amount of Restricted Payments; provided,
however,  that no amount will
be included under clause (iv) (A) of this paragraph to the extent it is already
included in Consolidated Net Income.


 


The provisions of the preceding paragraph
will not prohibit:


 


(1)                                  any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of
Capital Stock, Disqualified Stock or Subordinated Obligations of the Company or
Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange
for, or out of the proceeds of the sale within 30 days of, Capital Stock of the
Company (other than


 


64






















 


Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary or an employee stock ownership plan or similar trust to the extent
such sale to an employee stock ownership plan or similar trust is financed by
loans from or Guaranteed by the Company or any Restricted Subsidiary unless
such loans have been repaid with cash on or prior to the date of
determination); provided, however,
that the Net Cash Proceeds from such sale of Capital Stock will be excluded
from clause (c)(ii) of the preceding paragraph;


 


(2)                                  any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of
Subordinated Obligations of the Company or Guarantor Subordinated Obligations
of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the
sale within 30 days of, Subordinated Obligations of the Company or any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Guarantor Subordinated Obligations made by exchange for or out of the
proceeds of the sale within 30 days of Guarantor Subordinated Obligations that,
in each case, is permitted to be Incurred pursuant to Section 3.2 and
that in each case constitutes Refinancing Indebtedness;


 


(3)                                  any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of
Disqualified Stock of the Company or a Restricted Subsidiary made by exchange
for or out of the proceeds of the sale within 30 days of Disqualified Stock of
the Company or such Restricted Subsidiary, as the case may be, that, in each
case, is permitted to be Incurred pursuant to Section 3.2 and that in
each case constitutes Refinancing Indebtedness;


 


(4)                                  so long as no Default
or Event of Default has occurred and is continuing, any purchase or redemption
of Subordinated Obligations or Guarantor Subordinated Obligations of any
Subsidiary Guarantor from Net Available Cash to the extent permitted under Section
3.5;


 


(5)                                  dividends paid within
60 days after the date of declaration if at such date of declaration such
dividend would have complied with this provision;


 


(6)                                  so long as no Default
or Event of Default has occurred and is continuing,


 


(a)                                  the purchase,
redemption or other acquisition, cancellation or retirement for value of
Capital Stock, or options, warrants, equity appreciation rights or other rights
to purchase or acquire Capital Stock of the Company or any Restricted
Subsidiary held by any employees, management, directors or consultants (or
former employees, management, directors or consultants) of the Company or any
Subsidiary of the Company or their assigns, estates or heirs, in each case in
connection with the repurchase provisions under employee stock option or stock
purchase agreements or other


 


65






















 


agreements to
compensate management employees; 
provided that such redemptions or repurchases pursuant to this clause
will not exceed $10.0 million in the aggregate during any calendar year (with
any unused amounts available to be used in the next succeeding calendar year);
and


 


(b)                                 loans or advances to
employees or directors of the Company or any Subsidiary of the Company the
proceeds of which are used to purchase Capital Stock of the Company, in an
aggregate principal amount not in excess of $5.0 million at any one time
outstanding; provided, however, that the Company and its Subsidiaries shall
comply in all material respects with all applicable provisions of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith that would be applicable to an issuer with debt securities
registered under the Securities Act relating to such loans and advances;


 


(7)                                   so long as no
Default or Event of Default has occurred and is continuing, the declaration and
payment of dividends to holders of any class or series of Disqualified Stock of
the Company issued in accordance with the terms of this Indenture to the extent
such dividends are included in the definition of “Consolidated Interest
Expense”;


 


(8)                                   repurchases of
Capital Stock deemed to occur upon the exercise of stock options, warrants or
other convertible securities if such Capital Stock represents a portion of the
exercise price thereof;


 


(9)                                   the purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value of any
Subordinated Obligation (i) at a purchase price not greater than 101% of the
principal amount of such Subordinated Obligation in the event of a Change of
Control in accordance with provisions similar to Section 3.10 or (ii) at
a purchase price not greater than 100% of the principal amount thereof in
accordance with provisions similar to Section 3.5; provided that, prior to or
simultaneously with such purchase, repurchase, redemption, defeasance or other
acquisition or retirement, the Company has made the Change of Control Offer or
Asset Disposition Offer, as applicable, as provided in such covenant with
respect to the Securities and has completed the repurchase or redemption of all
Securities validly tendered for payment in connection with such Change of
Control Offer or Asset Disposition Offer;


 


(10)                             the repurchase or
redemption of any preferred stock purchase rights of the Company, or any
substitute therefor, in an aggregate amount not to exceed the product of (x)
the number of outstanding shares of Common Stock of the Company and (y) $0.01
per share, as such amount may be adjusted in accordance with any rights
agreement relating to the Common Stock of the Company; and


 


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(11)                             Restricted Payments in an
aggregate amount not to exceed $100.0 million.


 


The amount of
all Restricted Payments (other than cash) shall be the fair market value on the
date of such Restricted Payment of the asset(s) or securities proposed to be
paid, transferred or issued by the Company or such Restricted Subsidiary, as
the case may be, pursuant to such Restricted Payment. The fair market value of
any cash Restricted Payment shall be its face amount and any non-cash
Restricted Payment shall be determined conclusively by an Officer, and for
transactions in excess of $50.0 million, shall also be determined conclusively
by either the Board of Directors of the Company acting in good faith whose
resolution with respect thereto shall be delivered to the Trustee or by Senior
Management acting in good faith whose determination with respect thereto shall
be delivered in a Senior Management Certificate to the Trustee. Not later than
the date of making any Restricted Payment (other than cash), the Company shall
deliver to the Trustee an Officers’ Certificate, the resolution of the Board of
Directors or the Senior Management Certificate referred to above stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by Section 3.3 were computed.


 


If the Company or
a Restricted Subsidiary makes a Restricted Payment which, at the time of the
making of such Restricted Payment, would in the good faith determination of the
Company be permitted under the provisions of this Indenture, such Restricted
Payment shall be deemed to have been made in compliance with this Indenture
notwithstanding any subsequent adjustments or restatements made in good faith
to the Company’s financial statements.


 


SECTION 3.4.   Limitation on Restrictions on
Distributions from Restricted Subsidiaries.  The Company will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary to:


 


(1)                                  pay dividends or make
any other distributions on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company or any Restricted Subsidiary (it being
understood that the priority of any Preferred Stock in receiving dividends or
liquidating distributions prior to dividends or liquidating distributions being
paid on Common Stock shall not be deemed a restriction on the ability to make
distributions on Capital Stock);


 


(2)                                  make any loans or
advances to the Company or any Restricted Subsidiary (it being understood that
the subordination of loans or advances made to the Company or any Restricted
Subsidiary to other Indebtedness Incurred by the Company or any Restricted
Subsidiary shall not be deemed a restriction on the ability to make loans or
advances); or


 


(3)                                  transfer any of its
property or assets to the Company or any Restricted Subsidiary (it being
understood that such transfers shall not include any type of transfer described
in clause (1) or (2) above).


 


The provisions
of the preceding paragraph will not prohibit:


 


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(i)                                  any encumbrance or
restriction pursuant to an agreement in effect at or entered into on the date
of this Indenture, including, without limitation, this Indenture (which
exception shall also apply to Additional Securities, if any), the Securities,
the Exchange Securities, the Subsidiary Guarantees and the Senior Credit
Facility in effect on such date;


 


(ii)                               any encumbrance or
restriction with respect to a Restricted Subsidiary pursuant to an agreement
relating to any Capital Stock or Indebtedness Incurred by a Restricted
Subsidiary on or before the date on which such Restricted Subsidiary was
acquired by the Company or a Restricted Subsidiary (other than Capital Stock or
Indebtedness Incurred as consideration in, or to provide all or any portion of
the funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company or in contemplation of the
transaction) and outstanding on such date; provided,
that any such encumbrance or restriction shall not extend to any assets or property
of the Company or any other Restricted Subsidiary other than the assets and
property so acquired and property acquired by such Restricted Subsidiary after
its date of acquisition;


 


(iii)                            any encumbrance or
restriction with respect to a Restricted Subsidiary pursuant to an agreement
effecting an amendment, restatement, modification, renewal, increase,
refunding, replacement or refinancing of an agreement referred to in clause (i)
or (ii) of this paragraph or this clause (iii); provided, however, that the encumbrances and restrictions
with respect to such Restricted Subsidiary contained in any such agreement,
amendment, restatement, modification, renewal, increase, refunding, replacement
or refinancing are not materially less favorable, taken as a whole, to the
Holders of the Securities than the encumbrances and restrictions contained in
such agreements referred to in clauses (i) or (ii) of this paragraph on the
Issue Date or the date such Restricted Subsidiary became a Restricted
Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable;


 


(iv)                           in the case of clause (3) of
the first paragraph of this Section 3.4, any Permitted Lien or any
encumbrance or restriction:


 


(a)                                that restricts in a
customary manner the subletting, assignment or transfer of any property or
asset that is subject to a lease, license or similar contract, or the
assignment or transfer of any such lease, license or other contract;


 


(b)                               contained in mortgages,
pledges or other security agreements permitted under this Indenture securing
Indebtedness of the Company or a Restricted Subsidiary to the extent such
encumbrances or restrictions restrict the transfer of the property


 


68






















 


subject to such mortgages, pledges or other security agreements; or


 


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


 


(v)                                                 (a)
purchase money obligations for property acquired in the ordinary course of
business, (b) Capitalized Lease Obligations permitted under this Indenture, (c)
industrial revenue bonds or (d) operating leases, in each case, that impose
encumbrances or restrictions of the nature described in clause (3) of the first
paragraph of this Section 3.4 on the property so acquired;


 


(vi)                                              any
restriction with respect to a Restricted Subsidiary (or any of its property or
assets) imposed pursuant to an agreement entered into for the direct or
indirect sale or disposition of the Capital Stock or assets of such Restricted
Subsidiary (or the property or assets that are subject to such restriction)
pending the closing of such sale or disposition;


 


(vii)                                           net worth
provisions in leases and other agreements entered into by the Company or any
Restricted Subsidiary in the ordinary course of business;


 


(viii)                                        encumbrances or
restrictions contained in indentures or debt instruments or other debt
arrangements Incurred by (x) Subsidiary Guarantors in accordance with Section
3.2 and (y) Restricted Subsidiaries in accordance with the first paragraph
of Section 3.2, that in each case, are not more restrictive, taken as a
whole , than those applicable to the Company in the Senior Credit Facility
(which results in encumbrances or restrictions comparable to those applicable
to the Company at a Subsidiary Guarantor or Restricted Subsidiary level, as
applicable);


 


(ix)                                                encumbrances
or restrictions with respect to Restricted Subsidiaries that are not Subsidiary
Guarantors that are Incurred subsequent to the Issue Date pursuant to clauses
(6) and (13) of the second paragraph of Section 3.2;  provided that after giving effect to such
Incurrence of Indebtedness, the Company would be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio
test set forth in the first paragraph of Section 3.2;


 


(x)                                                   encumbrances
or restrictions arising or existing by reason of applicable law or any
applicable rule, regulation or order;


 


(xi)                                                encumbrances
or restrictions existing under or by reason of provisions in joint venture
(other than Restricted Subsidiaries) or similar agreements required in
connection with the entering into of such transaction;


 


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(xii)                                             customary
restrictions imposed on the transfer and assignment of intellectual property;
and


 


(xiii)                                          any
Indebtedness or contractual requirements Incurred with respect to a Qualified
Receivables Transaction relating exclusively to the assets that are the subject
of the Qualified Receivables Transaction.


 


SECTION 3.5.   Limitation on Sales of Assets and
Subsidiary Stock.  The Company will
not, and will not permit any of its Restricted Subsidiaries to, make any Asset
Disposition unless:


 


(1)                                  the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at least equal to the fair market value (such fair market value
to be determined on the date of contractually agreeing to such Asset
Disposition), as determined in good faith by the Board of Directors (including
as to the value of all non-cash consideration), of the shares and assets
subject to such Asset Disposition;


 


(2)                                  at least 75% of the
consideration from such Asset Disposition received by the Company or such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents or Replacement Assets; and


 


(3)                                  an amount equal to
100% of the Net Available Cash from such Asset Disposition is applied by the
Company or such Restricted Subsidiary, as the case may be:


 


(a)                                  to the extent the Company
or any Restricted Subsidiary, as the case may be, elects (or is required by the
terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay,
repay or purchase Senior Indebtedness of the Company or Indebtedness of a
Restricted Subsidiary (other than any Disqualified Stock or Guarantor Senior
Subordinated Indebtedness or Guarantor Subordinated Obligation of a Subsidiary
Guarantor) (in each case other than Indebtedness owed to the Company or an
Affiliate of the Company) within 365 days from the later of the date of such
Asset Disposition or the receipt of such Net Available Cash, unless cash is
otherwise used in accordance with clause (b); provided,
however, that, in connection with any prepayment, repayment or
purchase of Indebtedness pursuant to this clause (a), the Company or such
Restricted Subsidiary will retire such Indebtedness and will cause the related
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased; or


 


(b)                                 to the extent the
Company or such Restricted Subsidiary elects, to invest in Additional Assets
within 365 days from the later of the date of such Asset Disposition or the
receipt of such Net Available Cash or pursuant to arrangements in place within
the 365 day


 


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period (to the
extent such arrangements are completed within 90 days after execution of such
arrangement);


 


provided
that pending the final application of any such Net Available Cash in accordance
with clause (a) or clause (b) above, the Company and its Restricted
Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net
Available Cash in any manner not prohibited by this Indenture.


 


Any Net
Available Cash from Asset Dispositions that is not applied or invested (or
dedicated to an investment in Additional Assets as set forth above, to the
extent so applied) as provided in the preceding paragraph will be deemed to
constitute “Excess Proceeds.”  On the
366th day after an Asset Disposition, if the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company will be required to make an
offer (“Asset Disposition Offer”) to all Holders of Securities and to the
extent required by the terms of other Senior Subordinated Indebtedness, to all
holders of other Senior Subordinated Indebtedness outstanding with similar
provisions requiring the Company to make an offer to purchase such Senior
Subordinated Indebtedness with the proceeds from any Asset Disposition (“Pari
Passu Notes”), to purchase the maximum principal amount of Securities and any
such Pari Passu Notes to which the Asset Disposition Offer applies that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Securities and Pari Passu Notes
plus accrued and unpaid interest to the date of purchase, in accordance with
the procedures set forth in this Indenture or the agreements governing the Pari
Passu Notes, as applicable, in each case in integral multiples of $1,000. To
the extent that the aggregate amount of Securities and Pari Passu Notes so
validly tendered and not properly withdrawn pursuant to an Asset Disposition
Offer is less than the Excess Proceeds, the Company may use any remaining
Excess Proceeds for general corporate purposes, subject to other covenants
contained in this Indenture.   If the
aggregate principal amount of Securities surrendered by Holders thereof and
other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds
the amount of Excess Proceeds, the Trustee shall select the Securities and Pari
Passu Notes to be purchased on a pro rata basis on the basis of the aggregate
principal amount of tendered Securities and Pari Passu Notes.  Upon completion of such Asset Disposition
Offer, the amount of Excess Proceeds shall be reset at zero.


 


The Asset
Disposition Offer will remain open for a period of 20 Business Days following
its commencement, except to the extent that a longer period is required by
applicable law (the “Asset Disposition Offer Period”). No later than five
Business Days after the termination of the Asset Disposition Offer Period (the
“Asset Disposition Purchase Date”), the Company will purchase the principal
amount of Securities and Pari Passu Notes required to be purchased pursuant to
this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than
the Asset Disposition Offer Amount has been so validly tendered, all Securities
and Pari Passu Notes validly tendered in response to the Asset Disposition Offer.


 


If the Asset
Disposition Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest will
be paid to the Person in whose name a Security is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender Securities pursuant to the Asset Disposition Offer.


 


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On or before
the Asset Disposition Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Asset
Disposition Offer Amount of Securities and Pari Passu Notes or portions of
Securities and Pari Passu Notes so validly tendered and not properly withdrawn
pursuant to the Asset Disposition Offer, or if less than the Asset Disposition
Offer Amount has been validly tendered and not properly withdrawn, all
Securities and Pari Passu Notes so validly tendered and not properly withdrawn,
in each case in integral multiples of $1,000. 
The Company will deliver to the Trustee an Officers’ Certificate stating
that such Securities or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.5 and, in
addition, the Company will deliver all certificates and notes required, if any,
by the agreements governing the Pari Passu Notes.  The Company or the Paying Agent, as the case may be, will
promptly (but in any case not later than five Business Days after termination
of the Asset Disposition Offer Period) mail or deliver to each tendering Holder
of Securities or holder or lender of Pari Passu Notes, as the case may be, an
amount equal to the purchase price of the Securities or Pari Passu Notes so
validly tendered and not properly withdrawn by such holder or lender, as the
case may be, and accepted by the Company for purchase, and the Company will
promptly issue a new Security, and the Trustee, upon delivery of an Officers’
Certificate from the Company, will authenticate and mail or deliver such new
Security to such Holder, in a principal amount equal to any unpurchased portion
of the Security surrendered; provided
that each such new Security will be in a principal amount of $1,000 or an
integral multiple of $1,000.  In
addition, the Company will take any and all other actions required by the
agreements governing the Pari Passu Notes. 
Any Security not so accepted will be promptly mailed or delivered by the
Company to the Holder thereof.  The
Company will publicly announce the results of the Asset Disposition Offer on
the Asset Disposition Purchase Date.


 


For the
purposes of this Section 3.5, the following will be deemed to be cash:


 


(1)                                  the
assumption by the transferee of Indebtedness (other than Senior Subordinated
Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or
Indebtedness of a Restricted Subsidiary (other than Guarantor Senior
Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified
Stock of any Subsidiary Guarantor) and the release of the Company or such
Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Disposition (in which case the Company will, without further
action, be deemed to have applied such deemed cash to Indebtedness in accordance
with clause (a) above); and


 


(2)                                  securities,
notes or other obligations received by the Company or any Restricted Subsidiary
from the transferee that are converted, sold or exchanged within 60 days of
receipt by the Company or such Restricted Subsidiary into cash.


 


The Company
will comply, to the extent applicable, with the requirements of Rule 14(e) of
the Exchange Act and any other securities laws or regulations in connection
with the repurchase of Securities pursuant to this Indenture. To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this Section 3.5, the Company will comply with the


 


72






















 


applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Indenture by virtue of any conflict.


 


SECTION 3.6.   Limitation on Liens.  The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or
suffer to exist any Lien (other than Permitted Liens) upon any of its property
or assets (including Capital Stock of Restricted Subsidiaries), whether owned
on the date of this Indenture or acquired after that date, which Lien is
securing any Senior Subordinated Indebtedness, Subordinated Obligations,
Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated
Obligations, unless contemporaneously with the Incurrence of such Liens
effective provision is made to secure the Indebtedness due under this Indenture
and the Securities or, in respect of Liens on any Restricted Subsidiary’s
property or assets, any Subsidiary Guarantee of such Restricted Subsidiary,
equally and ratably with (or prior to in the case of Liens with respect to
Subordinated Obligations or Guarantor Subordinated Obligations, as the case may
be) the Indebtedness secured by such Lien for so long as such Indebtedness is
so secured.


 


Any Lien created
for the benefit of the Holders of the Securities pursuant to this Section
3.6 shall be deemed automatically and unconditionally released and
discharged upon the release and discharge of the initial Lien.


 


SECTION 3.7.  
Limitation on Layering. 
The Company will not Incur any Indebtedness if such Indebtedness is
contractually subordinate or junior in ranking in any respect to any Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
contractually subordinated in right of payment to Senior Subordinated
Indebtedness.  No Subsidiary Guarantor
will Incur any Indebtedness if such Indebtedness is contractually subordinate
or junior in ranking in any respect to any Guarantor Senior Indebtedness of
such Subsidiary Guarantor unless such Indebtedness is Guarantor Senior
Subordinated Indebtedness of such Subsidiary Guarantor or is contractually
subordinated in right of payment to Guarantor Senior Subordinated Indebtedness
of such Subsidiary Guarantor.  For
purposes of the foregoing, no Indebtedness will be deemed to be subordinated or
junior in right of payment to any other Indebtedness solely by virtue of being
unsecured or by virtue of the fact that the holders of secured Indebtedness
have entered into intercreditor or similar arrangements giving one or more of
such holders priority over the other holders in the collateral held by them.


 


SECTION 3.8.   Limitation on Affiliate Transactions.  The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, enter into or
conduct any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an
“Affiliate Transaction”) unless:


 


(1)                                  the terms of such
Affiliate Transaction are no less favorable, taken as a whole, to the Company
or such Restricted Subsidiary, as the case may be, than those that could be
obtained in a comparable transaction at the time of such transaction in
arm’s-length dealings with a Person who is not such an Affiliate;


 


(2)                                  in the event such
Affiliate Transaction involves an aggregate consideration in excess of $10.0
million, the terms of such transaction have been approved by a majority of the
members of the Board of Directors of the 


 


73






















 


Company and by a majority of the members of such Board of Directors
having no personal stake in such transaction, if any (and such majority or
majorities, as the case may be, determines that such Affiliate Transaction
satisfies the criteria in clause (1) above); and


 


(3)                                  in the event such
Affiliate Transaction involves an aggregate consideration in excess of $50.0
million, the Company has received a written opinion from an independent
investment banking, accounting or appraisal firm of nationally recognized
standing that such Affiliate Transaction is not materially less favorable than
those that might reasonably have been obtained in a comparable transaction at
such time on an arm’s-length basis from a Person that is not an Affiliate.


 


The preceding
paragraph will not apply to:


 


(1)                                  any Restricted
Payment or Permitted Investments (other than pursuant to clauses (1), (2), (5),
(7), (10), (11), (12), (16), (17) and (18) of the definition thereof) permitted
to be made pursuant to Section 3.3;


 


(2)                                  any issuance of
securities, or other payments, awards or grants in cash, securities or
otherwise pursuant to, or the funding of, employment agreements and other
compensation arrangements, options to purchase Capital Stock of the Company,
stock purchase, ownership or option plans, long-term incentive plans, stock
appreciation rights plans, 
participation plans or similar employee benefits plans provided on
behalf of directors, officers, consultants and employees of the Company and its
Restricted Subsidiaries approved by the Board of Directors of the Company;


 


(3)                                  loans or advances to
employees, consultants, officers or directors in the ordinary course of
business of the Company or any of its Restricted Subsidiaries (including for
travel, entertainment, moving or relocation) or Guarantees in respect thereof
or otherwise made on their behalf (including payment on any such Guarantees)
made in compliance with applicable law but in any event not to exceed $10.0
million in the aggregate outstanding (without giving effect to the forgiveness
of any such loan) at any one time with respect to all loans or advances made
since the Issue Date; provided, however,
that the Company and its Subsidiaries shall comply in all material respects
with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules
and regulations promulgated in connection therewith that would be applicable to
an issuer with debt securities registered under the Securities Act relating to
such loans and advances;


 


(4)                                  any transaction
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries and Guarantees issued by the Company or a Restricted Subsidiary
for the benefit of the Company or a Restricted Subsidiary, as the case may be,
in accordance with Section 3.2 and Section 3.6;


 


74






















 


(5)                                  the payment of
reasonable and customary fees paid to directors, and indemnity provided on
behalf of, directors, officers, employees or consultants of the Company or any
Restricted Subsidiary;


 


(6)                                  the performance of
obligations of the Company or any of its Restricted Subsidiaries under the
terms of any agreement to which the Company or any of its Restricted
Subsidiaries is a party as of or on the Issue Date, as these agreements may be
amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future
amendment, modification, supplement, extension or renewal entered into after
the Issue Date will be permitted to the extent that its terms are not more
materially disadvantageous, taken as a whole, to the Holders of the Securities
than the terms of the agreements in effect on the Issue Date;


 


(7)                                  transactions in the
ordinary course of the business of the Company and its Restricted Subsidiaries;
provided that such transactions
are 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;


 


(8)                                  tax sharing
agreements entered into in good faith with Unrestricted Subsidiaries;


 


(9)                                  any issuance or sale
of Capital Stock (other than Disqualified Stock) to Affiliates of the Company
and the granting of registration and other customary rights in connection
therewith; and


 


(10)                            sales or other transfers or
dispositions of Receivable and other related assets customarily transferred in
a Qualified Receivables Transaction, and acquisitions of Permitted Investments
in connection with a Qualified Receivables Transaction.


 


SECTION 3.9.   Limitation on Sale of Capital Stock of
Restricted Subsidiaries.  The
Company will not, and will not permit any Restricted Subsidiary to, transfer,
convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted
Subsidiary or, with respect to a Restricted Subsidiary, to issue any of its
Voting Stock (other than, if necessary, shares of its Voting Stock constituting
directors’ qualifying shares) to any Person except:


 


(1)                                  to the Company or a
Wholly-Owned Subsidiary; or


 


(2)                                  in compliance with Section
3.5 or that does not constitute an Asset Disposition pursuant to clauses
(1), (6) or (8) of such definition, and immediately after giving effect to such
issuance or sale, such Restricted Subsidiary either would continue to be a
Restricted Subsidiary or if such Restricted Subsidiary would no longer be a
Restricted Subsidiary, then the Investment of the Company in such Person (after
giving effect to such issuance or sale) would have been permitted to be made
under Section 3.3


 


75






















 


(with the exception of clause (8) of the definition of Permitted
Investments) as if made on the date of such issuance or sale.


 


Notwithstanding
the preceding paragraph, the Company or any Restricted Subsidiary may sell all
the Voting Stock of a Restricted Subsidiary as long as the Company or such
Restricted Subsidiary complies with the terms of Section 3.5.


 


SECTION 3.10.   Change of Control.  If a Change of Control occurs, unless the
Company has exercised its right to redeem all of the Securities pursuant to Article
V, each Holder shall have the right to require the Company to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder’s Securities at a purchase price in cash equal to 101% of the principal
amount of the Securities plus accrued and unpaid interest, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).


 


Within 30 days following any
Change of Control, unless the Company has exercised its right to redeem the
Securities pursuant to Article V the Company shall mail a notice (the
“Change of Control Offer”) to each Holder, with a copy to the Trustee, stating:


 


(1)                                  that a Change of
Control has occurred and that such Holder has the right to require the Company
to purchase such Holder’s Securities at a purchase price in cash equal to 101%
of the principal amount of such Securities plus accrued and unpaid interest, if
any, to the date of purchase (subject to the right of Holders of record on a
record date to receive interest on the relevant interest payment date) (the
“Change of Control Payment”);


 


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


 


(3)                                  the procedures
determined by the Company, consistent with this Indenture, that a Holder must
follow in order to have its Securities repurchased.


 


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


 


(1)                                  accept for payment
all Securities or portions of Securities (in integral multiples of $1,000)
properly tendered pursuant to the Change of Control Offer;


 


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


 


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


 


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


 


If the Change
of Control Payment Date is on or after an interest record date and on or before
the related interest payment date, any accrued and unpaid interest, if any,
will be paid to the Person in whose name a Security is registered at the close
of business on such record date, and no additional interest shall be payable to
Holders who tender pursuant to the Change of Control Offer.


 


Prior to
mailing a Change of Control Offer, and as a condition to such mailing (i) all
Senior Indebtedness must be repaid in full, or the Company must offer to repay
all Senior Indebtedness and make payment to the holders that accept such offer
and obtain waivers of any event of default from the remaining holders of such
Senior Indebtedness or (ii) the requisite holders of each issue of Senior
Indebtedness shall have consented to such Change of Control Offer being made.
The Company covenants to effect such repayment or obtain such consent prior to
the completion of the Change of Control Offer, it being a default of the Change
of Control provisions if the Company fails to comply with this provision.


 


The Company
will 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 Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control
Offer.


 


The Company
shall comply, to the extent applicable, with the requirements of Rule 14e 1
under the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Securities pursuant to this Section 3.10.  To the extent that the provisions of any
securities laws or regulations conflict with 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 described in this
Indenture by virtue of the conflict.


 


SECTION 3.11.   SEC Reports.  Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, to the extent permitted by the Exchange Act, the Company will file with
the SEC, and make available to the Trustee and the registered Holders of the
Securities, the annual reports and the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that are specified under Sections 13 and 15(d) of the
Exchange Act within the time periods specified therein or in the relevant
forms.  In the event that the Company is
not permitted to file such reports, documents and information with the SEC
pursuant to the Exchange Act, the Company will nevertheless make available such
Exchange Act information to the Trustee and the Holders of the Securities as if
the Company were subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act within the time periods specified therein.


 


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


 


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a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes to the financial statements and in “Management’s Discussion and
Analysis of Results of Operations and Financial Condition”, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries.


 


In addition,
the Company and the Subsidiary Guarantors have agreed that they will make
available to the Holders and to prospective investors, upon the request of such
Holders, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act so long as the Securities are not freely transferable
under the Securities Act.  For purposes
of this Section 3.11, the Company and the Subsidiary Guarantors will be
deemed to have furnished the reports to the Trustee and the Holders of
Securities as required by this Section 3.11 if it has filed such reports
with the SEC via the EDGAR filing system and such reports are publicly available.


 


The filing
requirements set forth above for the applicable period shall be deemed
satisfied prior to the commencement of the exchange offer or the effectiveness
of the shelf registration statement provided for by the Registration Rights
Agreement by the filing with the SEC of the exchange offer registration
statement and/or shelf registration statement, and any amendments thereto, with
such financial information that satisfies Regulation S-X of the Securities Act;
provided that this paragraph
shall not supercede or in any manner suspend or delay the Company’s reporting
obligations set forth in this Section 3.11.


 


SECTION 3.12.   Future Subsidiary Guarantors.  The Company will not permit any Restricted
Subsidiary to Guarantee the payment of any Indebtedness of the Company or any
Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a
Foreign Subsidiary of Indebtedness of a Foreign Subsidiary) unless (i) such
Restricted Subsidiary simultaneously executes and delivers a supplemental indenture
pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on
a joint and several basis, the full and prompt payment of the principal of,
premium, if any, and interest (including Additional Interest, if any) on the
Securities and all other obligations under this Indenture on a senior
subordinated basis except that (A) if the Securities or, if the issuer of the
Indebtedness being Guaranteed is a Subsidiary Guarantor, its Subsidiary
Guarantee is subordinated in right of payment to such Indebtedness, the
Subsidiary Guarantee to be issued shall be subordinated to such Restricted
Subsidiary’s Guarantee with respect to such Indebtedness substantially to the
same extent as the Securities or the applicable Subsidiary Guarantee, as the
case may be, is subordinated to such Indebtedness under this Indenture and (B)
if such Indebtedness is by its express terms subordinated in right of payment
to the Securities or a Subsidiary Guarantee, any Guarantee of such Restricted
Subsidiary with respect to such Indebtedness shall be subordinated in right of
payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to
the same extent as such Indebtedness is subordinated to the Securities or the
applicable Subsidiary Guarantee, as the case may be; (ii) such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Subsidiary
Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an
Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been
duly executed and authorized and (B) such Subsidiary Guarantee constitutes a
valid, binding and enforceable obligation of such Restricted Subsidiary,
subject to bankruptcy, insolvency or similar laws (including, without
limitation, all laws relating to fraudulent transfers)


 


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and general
principles of equity; provided that
this paragraph shall not be applicable to any Guarantee by any Restricted
Subsidiary (x) that (A) existed at the time such Person became a Restricted
Subsidiary and (B) was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment
of obligations of the Company or any Restricted Subsidiary under the Senior
Credit Facility.


 


Notwithstanding
the foregoing and the other provisions of this Indenture, any Subsidiary
Guarantee by a Restricted Subsidiary shall provide by its terms that it shall
be automatically and unconditionally released and discharged if: (i) the sale
or other disposition is in compliance with this Indenture, including Section
3.5, Section 3.9 and Section 4.1; and (ii) all the
obligations of such Subsidiary Guarantor under any agreements relating to any
Indebtedness of the Company or its Restricted Subsidiaries terminate upon
consummation of such transaction.  In
addition, a Subsidiary Guarantor will be released from its obligations under
this Indenture, its Subsidiary Guarantee and, if applicable, the Registration
Rights Agreement: (i) if applicable, the Guarantee which resulted in the
issuance of such Subsidiary Guarantee is released and discharged in full and
such Restricted Subsidiary has not issued a Guarantee of other Indebtedness of
the Company or its Restricted Subsidiaries that has not been released and
discharged in full (other than Guarantees referred to in the final provision of
the preceding paragraph), (ii) the Company designates such Subsidiary as an
Unrestricted Subsidiary and such designation complies with the other applicable
provisions of this Indenture or (iii) in connection with any legal defeasance
of the Securities in connection with the terms of this Indenture.


 


The obligations of a Subsidiary Guarantor
under its Subsidiary Guarantee will be limited as necessary to prevent its
Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent
transfer under applicable law.


 


SECTION 3.13.  
Maintenance of Office or Agency. 
The Company shall maintain an office or agency where the Securities may
be presented or surrendered for payment, where, if applicable, the Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served.  The agency of
SunTrust Robinson Humphrey Capital Markets (the “Agent”) currently located at
125 Broad Street, Third Floor, New York, NY 10004, attention Randy Brougher,
shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes.  The Company shall give prompt
written notice to the Trustee of any change in the location of any 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 Agent of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The Company may
also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind any such designation.  The Company shall give prompt written notice to the Trustee of
any such designation or rescission and any change in the location of any such
other office or agency.


 


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SECTION 3.14.  
Corporate Existence. 
Except as otherwise provided in Article III, Article IV
and Section 11.2(b), the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate, partnership, limited liability company or other existence of
each Subsidiary Guarantor, if any, in accordance with their respective
organizational documents (as the same may be amended from time to time) and the
rights (charter and statutory) licenses and franchises of the Company and each
such Subsidiary Guarantor; provided,
however, that the Company shall not be required to preserve any such
right, license or franchise or the corporate, partnership, limited liability
company or other existence of any Subsidiary Guarantor if the Board of
Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and each of its
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not,
and will not be, disadvantageous in any material respect to the Holders; provided, further, that the foregoing
shall not prohibit a sale, transfer, or conveyance of a Restricted Subsidiary
or any of its assets in compliance with the terms of this Indenture.


 


SECTION 3.15.  
Payment of Taxes and Other Claims.  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (ii) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a material liability or lien
upon the property of the Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim the amount, applicability or validity of which
is being contested in good faith by appropriate actions and for which
appropriate reserves, if necessary (in the good faith judgment of management of
the Company), are being maintained in accordance with GAAP or where the failure
to effect such payment will not be disadvantageous to the Holders.


 


SECTION 3.16.   Payments for Consent.  Neither the Company nor any of its Restricted
Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fees or otherwise, to any Holder of
any Securities for or as an inducement to any consent, waiver or amendment of
any of the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid or is paid to all Holders of the Securities
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or amendment.


 


SECTION 3.17.  
Compliance Certificate. 
The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officers’ Certificate stating that in the
course of the performance by the signers of their duties as Officers of the
Company they would normally have knowledge of any Default or Event of Default
and whether or not the signers know of any Default or Event of Default that
occurred during the previous fiscal year. 
If they do, the certificate shall describe the Default or Event of
Default, its status and the action the Company is taking or proposes to take
with respect thereto.  The Company also
shall comply with TIA § 314(a)(4).


 


SECTION 3.18.  
Further Instruments and Acts. 
Upon request of the Trustee as necessary to comply with any future
developments or requirements, the Company shall execute


 


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and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture with respect to
such future developments or requirements.


 


SECTION 3.19.  
Statement by Officers as to Default.  The Company shall deliver to the Trustee, as soon as possible and
in any event within 30 days after any Officer becomes aware of the occurrence
of any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers’ Certificate setting
forth the details of such Event of Default or Default, its status and the
actions which the Company are taking or propose to take with respect thereto.


 


SECTION 3.20.   Effectiveness of Covenants.
Following the first day:


 


(a)                                  the Securities have
an Investment Grade Rating from both of the Ratings Agencies, and


 


(b)                                 no Default has
occurred and is continuing under this Indenture;


 


the Company and its Restricted Subsidiaries will not be subject to the
provisions of this Indenture summarized under Sections 3.2, 3.3, 3.4,
3.5, 3.7, 3.8, 3.9 and clause (3) of Section 4.1
(collectively, the “Suspended Covenants”). 
If at any time the Securities’ credit rating is downgraded by either
Rating Agency from Investment Grade Rating, then the Suspended Covenants will
thereafter be reinstated as if such covenants had never been suspended and be
applicable pursuant to the terms of this Indenture (including in connection
with performing any calculation or assessment to determine compliance with the
terms of this Indenture), unless and until the Securities subsequently attain
Investment Grade Rating (in which event the Suspended Covenants shall no longer
be in effect for such time that the Securities maintain Investment Grade Rating);
provided, however, that no
Default, Event of Default or breach of any kind shall be deemed to exist under
this Indenture, the Securities or any Subsidiary Guarantees with respect to the
Suspended Covenants based on, and none of the Company or any of its Restricted
Subsidiaries shall bear any liability for, any actions taken or events
occurring after the Securities attain Investment Grade Rating and before any
reinstatement of such Suspended Covenants as provided above, or any actions
taken at any time pursuant to any contractual obligation arising prior to such
reinstatement, regardless of whether such actions or events would have been
permitted if the applicable Suspended Covenants remained in effect during such
period.


 


ARTICLE IV


 


SUCCESSOR COMPANY 


 


SECTION 4.1.   Merger and Consolidation.  The Company will not consolidate with or
merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person, unless:


 


(1)                                  the resulting,
surviving or transferee Person (the “Successor Company”) will be a corporation
organized and existing under the laws of the United States of America, any
State of the United States or the District of 


 


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Columbia and the Successor Company (if not the Company) will expressly
assume, by supplemental indenture, executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee, all the obligations of the Company
under the Securities, this Indenture and the Registration Rights Agreement;


 


(2)                                  immediately after
giving effect to such transaction (and treating any Indebtedness that becomes
an obligation of the Successor Company or any Subsidiary of the Successor
Company as a result of such transaction as having been Incurred by the Successor
Company or such Subsidiary at the time of such transaction), no Default or
Event of Default shall have occurred and be continuing;


 


(3)                                  immediately after
giving effect to such transaction and any related financing, either (A) the
Successor Company would be able to Incur at least an additional $1.00 of
Indebtedness pursuant to the first paragraph of Section 3.2 or (B) the
Consolidated Coverage Ratio for the Successor Company and its Restricted
Subsidiaries would be greater than such ratio for the Company and its
Restricted Subsidiaries immediately prior to such transaction;


 


(4)                                  each Subsidiary
Guarantor, if any, (unless it is the other party to the transactions above, in
which case clause (1) shall apply) shall have by supplemental indenture
confirmed that its Subsidiary Guarantee shall apply to such Person’s
obligations in respect of this Indenture and the Securities and its obligations
under the Registration Rights Agreement shall continue to be in effect; and


 


(5)                                  the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.


 


For purposes
of this Section 4.1, the sale, lease, conveyance, assignment, transfer,
or other disposition of all or substantially all of the properties and assets
of one or more Subsidiaries of the Company, which properties and assets, if
held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.


 


The
predecessor Company will be released from its obligations under this Indenture
and the Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture, but, in
the case of a lease of all or substantially all its assets, the predecessor
Company will not be released from the obligation to pay the principal of and
interest on the Securities.


 


Notwithstanding
the preceding clause (3), (x) any Restricted Subsidiary may consolidate with,
merge into or transfer all or part of its properties and assets to the Company
and (y) the


 


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Company may
merge with an Affiliate incorporated solely for the purpose of reincorporating
the Company in another jurisdiction to realize tax benefits; provided that, in the case of a Restricted Subsidiary that
merges into the Company, the Company will not be required to comply with the
preceding clause (5).


 


In addition,
the Company will not permit any Subsidiary Guarantor to consolidate with or
merge with or into any Person (other than another Subsidiary Guarantor or the
Company) and will not permit the conveyance, transfer or lease of substantially
all of the assets of any Subsidiary Guarantor to any Person (other than another
Subsidiary Guarantor or the Company) unless:


 


(1)                                  (a)
the resulting, surviving or transferee Person will be a corporation,
partnership, trust or limited liability company organized and existing under
the laws of the United States of America, any State of the United States or the
District of Columbia and such Person (if not such Subsidiary Guarantor) will
expressly assume, by supplemental indenture, executed and delivered to the
Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee;  (b) immediately after giving
effect to such transaction (and treating any Indebtedness that becomes an
obligation of the resulting, surviving or transferee Person or any Restricted
Subsidiary as a result of such transaction as having been Incurred by such
Person or such Restricted Subsidiary at the time of such transaction), no
Default or Event of Default shall have occurred and be continuing; and (c) the
Company will have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indenture (if any) comply with this Indenture; or


 


(2)                                  the
transaction is made in compliance with Section 3.5 and Section 3.9.


 


ARTICLE V


 


REDEMPTION OF SECURITIES


 


SECTION 5.1.  
Redemption.  The
Securities may be redeemed, as a whole or from time to time in part, subject to
the conditions and at the redemption prices specified in paragraph 5 of the
form of Securities set forth in Exhibit A and Exhibit B hereto,
which are hereby incorporated by reference and made a part of this Indenture,
together with accrued and unpaid interest, if any, to the Redemption Date.


 


SECTION 5.2.  
Applicability of Article. 
Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.


 


SECTION 5.3.  
Election to Redeem; Notice to Trustee.  The election of the Company to redeem any Securities pursuant to Section
5.1 shall be evidenced by a Board Resolution of the Company.  In case of any redemption at the election of
the Company, the Company shall, upon not later than the earlier of the date
that is 45 days prior to the Redemption Date fixed by the Company or the date
on which notice is given to the Holders (except as


 


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provided under Section
5.5 or unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 5.4.  Any
such notice may be cancelled at any time prior to notice of such redemption
being mailed to any Holder and shall thereby be void and of no effect.


 


SECTION 5.4.  
Selection by Trustee of Securities to Be Redeemed.  If less than all the Securities are to be
redeemed at any time pursuant to an optional redemption, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the outstanding Securities not previously
called for redemption, in compliance with the requirements of the principal
national securities exchange, if any, on which such Securities are listed, or,
if such Securities are not so listed, on a pro  rata basis among the classes of
Securities, by lot or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for
redemption of portions of the principal of the Securities; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $1,000.


 


The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the method it has chosen for the
selection of Securities and the principal amount thereof to be redeemed.


 


For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.


 


SECTION 5.5.  
Notice of Redemption. 
Notice of redemption shall be given in the manner provided for under Section
13.2 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed. 
At the Company’s request, the Trustee shall give notice of redemption in
the Company’s name and at the Company’s expense; provided, however, that the Company shall deliver to the
Trustee, at least 45 days prior to the Redemption Date, an Officers’
Certificate requesting that the Trustee give such notice at the Company’s
expense and the form of notice that shall include the following items.


 


All notices of redemption shall state:


 


(1)                                  the
Redemption Date,


 


(2)                                  the
redemption price and the amount of accrued interest to the Redemption Date
payable as provided under Section 5.7, if any,


 


(3)                                  if
less than all outstanding Securities are to be redeemed, the identification of
the particular Securities (or portion thereof) to be redeemed, as well as the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities to be outstanding after such partial redemption,


 


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(4)                                  in
case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender
of such Security, the Holder will receive, without charge, a new Security or
Securities of authorized denominations for the principal amount thereof
remaining unredeemed,


 


(5)                                  that
on the Redemption Date the redemption price (and accrued interest, if any, to
the Redemption Date payable as provided under Section 5.7) will become
due and payable upon each such Security, or the portion thereof, to be
redeemed, and, unless the Company defaults in making the redemption payment,
that interest on Securities called for redemption (or the portion thereof) will
cease to accrue on and after said date,


 


(6)                                  the
place or places where such Securities are to be surrendered for payment of the
redemption price and accrued interest, if any,


 


(7)                                  the
name and address of the Paying Agent,


 


(8)                                  that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price,


 


(9)                                  the
CUSIP, Common Code and ISIN numbers, if applicable, and that no representation
is made as to the accuracy or correctness of the CUSIP, Common Code and ISIN
numbers, if applicable, if any, listed in such notice or printed on the
Securities, and


 


(10)                            the
paragraph of the Securities pursuant to which the Securities are to be
redeemed.


 


SECTION 5.6.  
Deposit of Redemption Price. 
Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company or any of the Company’s Subsidiaries is acting as its own Paying Agent,
segregate and hold in trust as provided under Section 2.4) an amount of
money sufficient to pay the redemption price of, and accrued interest on, all
the Securities which are to be redeemed on that date, other than Securities or
portions of Securities called for redemption that are beneficially owned by the
Company and have been delivered by the Company to the Trustee for cancellation.


 


SECTION 5.7.  
Securities Payable on Redemption Date.  Notice of redemption having been given as aforesaid, the
Securities or portions of Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the redemption price therein specified
(together with accrued interest, if any, to the Redemption Date), and on and
after such date (unless the Company shall default in the payment of the
redemption price and accrued interest) such Securities shall cease to bear interest
and the only right of the Holders thereof will be to receive payment of the
redemption price and, subject to the next sentence, unpaid interest on such
Securities to the Redemption Date.  Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the redemption price, together
with accrued interest, if any, to the Redemption Date (subject to the rights of
Holders of record on the relevant record date to receive interest due on the relevant
interest payment date).


 


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If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the unpaid principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Securities.


 


SECTION 5.8.  
Securities Redeemed in Part. 
Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of the
Company maintained for such purpose pursuant to Section 3.13 (with, if
the Company or the Trustee so require, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by the Holder thereof or such Holder’s attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
make available for delivery to the Holder of such Security at the expense of
the Company, a new Security or Securities, of any authorized denomination as
requested by such Holder, in an aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered, provided, that each
such new Security will be in a principal amount of $1,000 or integral multiple
thereof.


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


SECTION 6.1.   Events of Default.  Each of the following is an Event of
Default:


 


(1)                                  default
in any payment of interest on any Security when due, continued for 30 days,
whether or not such payment is prohibited by the provisions of Article X
and Article XII;


 


(2)                                  default in the
payment of principal of or premium, if any, on any Security when due at its
Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or
not such payment is prohibited by the provisions of Article X and
Article XII;


 


(3)                                  failure by the
Company or any Subsidiary Guarantor to comply with its obligations under Section
4.1;


 


(4)                                  failure by the
Company to comply for 30 days after notice with any of its obligations under Article
III (in each case, other than a failure to purchase Securities which will
constitute an Event of Default under clause (2) of this section);


 


(5)                                  failure by the
Company to comply for 60 days after notice with its other agreements contained
in this Indenture;


 


(6)                                  default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced 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), other than
Indebtedness owed to the


 


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Company or a Restricted Subsidiary, whether such Indebtedness or
guarantee now exists, or is created after the date of this Indenture, which
default:


 


(a)                                  is caused by a
failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (“payment default”); or


 


(b)                                 results in the
acceleration of such Indebtedness prior to its maturity (the “cross
acceleration provision”);


 


and, in each
case, 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 $35.0
million or more;


 


(7)                                   (a)                                  the Company or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law:


 


(i)                                           commences
a voluntary case or proceeding;


 


(ii)                                           consents
to the entry of judgment, decree or order for relief against it in an
involuntary case or proceeding;


 


(iii)                                        consents to the
appointment of a Custodian of it or for any substantial part of its property;


 


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


 


(v)                                          consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it;


 


(vi)                                       takes
any corporate action to authorize or effect any of the foregoing; or


 


(vii)                                    takes any comparable
action under any foreign laws relating to insolvency; or


 


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


 


(i)                               is
for relief in an involuntary case against the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial


 


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statements
for the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law;


 


(ii)                            appoints
a Custodian for all or substantially all of the property of the Company or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law; or


 


(iii)                         orders the winding up or
liquidation of the Company or a Significant Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law; and


 


(iv)                        in
each case the order, decree or relief remains unstayed and in effect for 60
days;


 


(8)                                   failure by the
Company or any Significant Subsidiary or group of Restricted Subsidiaries that,
taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary to pay final judgments aggregating in excess of $35.0 million (net
of any amounts insured by insurance companies with ratings in the two highest
ratings categories given by A.M. Best), which judgments are not paid,
discharged or stayed for a period of 60 days (the “judgment default
provision”); or


 


(9)                                   any Subsidiary
Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that
taken together as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary ceases to be in full force and effect (except as contemplated by the
terms of this Indenture) or is declared null and void in a judicial proceeding
or any Subsidiary Guarantor that is a Significant Subsidiary or group of
Subsidiary Guarantors that taken together as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries would
constitute a Significant Subsidiary denies or disaffirms its obligations under
this Indenture or its Subsidiary Guarantee.


 


However, a
default under clauses (4) and (5) of this paragraph will not constitute an
Event of Default until the Trustee or the Holders of 25% in principal amount of
the outstanding Securities notify the Company of the default and the Company
does not cure such default within the time specified in clauses (4) and (5) of
this paragraph after receipt of such notice.


 


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The foregoing
shall constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


In the case of any
Event of Default occurring by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the willful intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Securities pursuant to the optional
redemption provisions of this Indenture or was required to repurchase the
Securities, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the
Securities.  If an Event of Default
occurs prior to December 15, 2008 by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Securities prior to December 15,
2008, the premium specified in this Indenture shall also become immediately due
and payable to the extent permitted by law upon the acceleration of the
Securities.


 


SECTION 6.2.  
Acceleration.  If an Event
of Default (other than an Event of Default described in clause (7) of Section
6.1) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the outstanding Securities by
notice to the Company and the Trustee, may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and accrued and
unpaid interest, if any, on all the Securities to be due and payable. Upon such
a declaration, such principal, premium and accrued and unpaid interest will be
due and payable immediately; provided,
however, that so long as any
Indebtedness permitted by the provisions of this Indenture to be Incurred under
the Senior Credit Facility shall be outstanding, no such acceleration shall be
effective until the earlier of (x) acceleration of any such Indebtedness under
the Senior Credit Facility or (y) five Business Days after the giving of the
acceleration notice to CHS and the administrative agent under the Senior Credit
Facility of such acceleration.


 


In the event of a
declaration of acceleration of the Securities because an Event of Default
described in clause (6) of Section 6.1 has occurred and is continuing,
the declaration of acceleration of the Securities shall be automatically
annulled if the event of default or payment default triggering such Event of
Default pursuant to clause (6) of Section 6.1 shall be remedied or cured
by the Company or a Restricted Subsidiary or waived by the holders of the
relevant Indebtedness within 20 days after the declaration of acceleration with
respect thereto and if (1) the annulment of the acceleration of the Securities
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, except nonpayment of
principal, premium or interest on the Securities that became due solely because
of the acceleration of the Securities, have been cured or waived.


 


If an Event of
Default described in clause (7) of Section 6.1 occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest on all the
Securities will become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.


 


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SECTION 6.3.  
Other Remedies.  If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of
(or premium, if any) or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Securities or does not produce any of them in
the proceeding.  A delay or omission by
the Trustee or any Securityholder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.


 


SECTION 6.4.  
Waiver of Past Defaults. 
The Holders of a majority in principal amount of the outstanding Securities
by notice to the Trustee may (a) waive, by their consent (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Securities), an existing Default or Event of Default and
its consequences, except a Default or Event of Default in the payment of the
principal of, or premium, if any, or interest on a Security, and (b) rescind
any such acceleration with respect to the Securities and its consequences if
(1) rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (2) all existing Events of Default, other than the
nonpayment of the principal of, premium, if any, and interest on the Securities
that have become due solely by such declaration of acceleration, have been
cured or waived.  When a Default or
Event of Default is waived, it is deemed cured, but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any consequent
right.


 


SECTION 6.5.  
Control by Majority.  The
Holders of a majority in principal amount of the outstanding Securities may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Sections 7.1 and 7.2, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve the
Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.


 


SECTION 6.6.  
Limitation on Suits. 
Subject to the provisions of this Indenture relating to the duties of
the Trustee, if an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium, if any, or interest when due, no Holder may pursue any
remedy with respect to this Indenture or the Securities unless:


 


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


 


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


 


(3)                                  such Holders have
offered the Trustee reasonable security or indemnity against any loss,
liability or expense;


 


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


 


(5)                                  the
Holders of a majority in principal amount of the outstanding Securities have
not given the Trustee a direction that, in the opinion of the Trustee, is
inconsistent with such request within such 60-day period.


 


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


 


SECTION 6.7.  
Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture (including,
without limitation, Section 6.6), the right of any Holder to receive
payment of principal of, premium, if any, or interest on the Securities held by
such Holder, on or after the respective due dates expressed in the Securities,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.


 


SECTION 6.8.  
Collection Suit by Trustee. 
If an Event of Default specified in clauses (1) or (2) of Section 6.1
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount then
due and owing (together with interest on any unpaid interest to the extent
lawful) and the amounts provided for under Section 7.7.


 


SECTION 6.9.  
Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Company,
its Subsidiaries or its or their respective creditors or properties and, unless
prohibited by law or applicable regulations, may be entitled and empowered to
participate as a member of any official committee of creditors appointed in
such matter and may vote on behalf of the Holders in any election of a trustee
in bankruptcy or other Person performing similar functions, and any Custodian
in any such judicial proceeding is hereby authorized by each Holder to make
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 it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7.


 


SECTION 6.10.  
Priorities.  If the
Trustee collects any money or property pursuant to this Article VI, it
shall pay out the money or property in the following order:


 


FIRST:  to the Trustee for amounts due under Section
7.7;


 


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SECOND:  to Securityholders for amounts due and
unpaid on the Securities for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Securities for principal and interest, respectively; and


 


THIRD:  to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Securityholders 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 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 pursuant to Section
6.7 or a suit by Holders of more than 10% in outstanding principal amount
of the Securities.


 


ARTICLE VII


 


TRUSTEE


 


SECTION 7.1.  
Duties of Trustee. 
(a)  If an Event of Default has
occurred and is continuing, the Trustee will exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.


 


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


 


(1)                                  the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(2)                                  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, opinions or orders furnished to the Trustee and
conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which
by any provisions hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine such certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).


 


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


 


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(1)                                  this
paragraph does not limit the effect of paragraph (b) of this Section 7.1;


 


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


 


(3)                                  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
6.5.


 


(d) 
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.


 


(e) 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


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


 


(g) 
Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 7.1 and to the provisions of the TIA.


 


(h) 
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.


 


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


 


SECTION 7.2.  
Rights of Trustee. 
Subject to Section 7.1:


 


(a) 
The Trustee may conclusively rely on any document (whether in its
original or facsimile form) reasonably 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.  The Trustee shall receive and
retain financial reports and statements of the Company as provided herein, but
shall have no duty to review or analyze such reports or statements to determine
compliance under covenants or other obligations of the Company.


 


(b) 
Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate and/or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on an Officers’ Certificate or Opinion of
Counsel.


 


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(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.


 


(d) 
The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee’s conduct constitutes willful misconduct or
negligence.


 


(e) 
The Trustee may consult with counsel of its selection, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(f) 
The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Trust 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 specified
under Section 13.2, and such notice references the Securities and this
Indenture.


 


(g) 
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.


 


(h) 
The Trustee shall not be deemed to have knowledge of any fact or matter
unless such fact or matter is known to a Trust Officer of the Trustee.


 


(i) 
Whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may request, and in the absence of bad faith or
willful misconduct on its part, rely upon an Officers’ Certificate and an
Opinion of Counsel.


 


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


 


SECTION 7.3.  
Individual Rights of Trustee. 
The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company, any
Subsidiary Guarantors or their Affiliates with the same rights it would have if
it were not Trustee.  However, the
Trustee must comply with Sections 7.10 and 7.11.  In addition, the Trustee shall be permitted
to engage in transactions with the Company; provided,
however, that if the Trustee acquires any conflicting interest, as
defined in TIA § 310(b), the Trustee must (i) eliminate such conflict within 90
days of acquiring such conflicting interest, (ii) apply to the SEC for
permission to continue acting as Trustee or (iii) resign.  Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights.


 


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SECTION 7.4.  
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 Securities, shall not be
accountable for the Company’s use of the proceeds from the sale of the
Securities, shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee or any money paid to the
Company pursuant to the terms of this Indenture and shall not be responsible
for any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee’s certificate of authentication.


 


SECTION 7.5.  
Notice of Defaults.  If a
Default occurs and is continuing and is known to the Trustee, the Trustee must
mail to each holder notice of the Default within 90 days after it occurs.
Except in the case of a Default in the payment of principal of, premium, if
any, or interest on any Security, the Trustee may withhold notice if and so
long as a committee of Trust Officers of the Trustee in good faith determines
that withholding notice is in the interests of the holders.


 


SECTION 7.6.  
Reports by Trustee to Holders. 
As promptly as practicable after each January 15 following the date of
this Indenture beginning January 15, 2005, and in any event prior to April 15
in each year, the Trustee shall mail to each Securityholder a brief report
dated as of such mail date that complies with TIA § 313(a) if and to the extent
required thereby.  The Trustee also
shall comply with TIA § 313(b) and TIA § 313(c).


 


A copy of each report at the time of its
mailing to Securityholders shall be filed with the SEC and each stock exchange
(if any) on which the Securities are listed. 
The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof and
the Trustee shall comply with TIA § 313(d).


 


SECTION 7.7.  
Compensation and Indemnity. 
The Company and each Subsidiary Guarantor, if any, shall be joint and
severally liable for paying to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder as the
Company and the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company and each Subsidiary Guarantor,
if any, shall be joint and severally liable for reimbursing the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices
to Securityholders and reasonable fees and expenses of counsel retained by the
Trustee, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.  The Company
and each Subsidiary Guarantor (if any), jointly and severally, shall indemnify
the Trustee against any and all loss, liability, damages, claims or expense
(including reasonable attorneys’ fees and expenses) incurred by it without
negligence, bad faith or willful misconduct on its part in connection with the
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture (including this Section
7.7) and of defending itself against any claims (whether asserted by any
Securityholder, the Company or otherwise). 
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
Subsidiary


 


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Guarantor of its
obligations hereunder.  The Company
shall defend the claim and the Trustee shall provide reasonable cooperation at
the Company’s expense in the defense. 
The Trustee may have separate counsel and the Company and the Subsidiary
Guarantors, if any, shall pay the fees and expenses of such counsel, provided that the Company shall not be
required to pay such fees and expenses if they assume the Trustee’s defense,
and, in the reasonable judgment of outside counsel to the Trustee, there is no
conflict of interest between the Company and the Trustee in connection with
such defense.  Notwithstanding the
foregoing, the Company and the Subsidiary Guarantors, if any, need not
reimburse any expense or indemnify against any loss, liability or expense which
is finally determined by a court of competent jurisdiction to have been
incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith.


 


To secure the Company’s and the Subsidiary
Guarantors’ payment obligations in this Section 7.7, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee other than money or property held in trust to pay principal of
and interest on particular Securities. 
Such lien shall survive the satisfaction and discharge of this
Indenture.  The Trustee’s right to
receive payment of any amounts due under this Section 7.7 shall not be
subordinate to any other liability or Indebtedness of the Company or the
Subsidiary Guarantors (if any).


 


The Company’s and the Subsidiary Guarantors’
payment obligations pursuant to this Section 7.7 shall survive the
discharge of this Indenture.  When the
Trustee incurs expenses after the occurrence of a Default specified in clause
(7) or clause (8) of Section 6.1 with respect to the Company, the
expenses are intended to constitute expenses of administration under any
Bankruptcy Law.


 


SECTION 7.8.  
Replacement of Trustee. 
The Trustee may resign at any time by so notifying the Company in
writing.  The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
removed Trustee in writing and may appoint a successor Trustee with the
Company’s written consent, which consent will not be unreasonably
withheld.  The Company shall remove the
Trustee if:


 


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


 


(2)                                  the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(4)                                  the
Trustee otherwise becomes incapable of acting as trustee hereunder.


 


If the Trustee resigns or is removed by the
Company or by the Holders of a majority in principal amount of the Securities
and such Holders do not reasonably promptly appoint a successor Trustee as
described in the preceding paragraph, or if a vacancy exists in the office of
the Trustee for any reason (the Trustee in such event being referred to herein
as the retiring Trustee), the Company shall promptly appoint 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


 


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Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor
Trustee shall mail a notice of its succession to Securityholders.  The retiring Trustee, upon payment of its charges
hereunder, shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for under Section 7.7.


 


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


 


If the Trustee fails to comply with Section
7.10, unless the Trustee’s duty to resign is stayed as provided in TIA §
310(b), any Securityholder, who has been a bona fide holder of a Security for
at least six months, may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement of the
Trustee pursuant to this Section 7.8, the Company’s obligations under Section
7.7 shall continue for the benefit of the retiring Trustee.


 


SECTION 7.9.  
Successor Trustee by Merger. 
If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee.


 


In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed
to the trusts created by this Indenture, any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; provided
that the right to adopt the certificate of authentication of any predecessor
Trustee or authenticate Securities in the name of any predecessor Trustee shall
only apply to its successor or successors by merger, consolidation or
conversion.


 


SECTION 7.10.  
Eligibility; Disqualification. 
This Indenture shall always have a Trustee that satisfies the
requirements of TIA § 310 in every respect. 
The Trustee shall have a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of
condition.  The Trustee shall comply
with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


SECTION 7.11.  
Preferential Collection of Claims Against the Company.  The Trustee shall comply with TIA § 311(a),
excluding any creditor relationship listed in TIA 


 


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§ 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated.


 


SECTION 7.12.  
Trustee’s Application for Instruction from the Company.  Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in
writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


SECTION 7.13.  
Paying Agents.  The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to it and the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section 7.13:


 


(1)                                  that
it will hold all sums held by it as agent for the payment of principal of, or
premium, if any, or interest on, the Securities (whether such sums have been
paid to it by the Company or by any obligor on the Securities) in trust for the
benefit of Holders of the Securities or the Trustee;


 


(2)                                  that
it will at any time during the continuance of any Event of Default, upon
written request from the Trustee, deliver to the Trustee all sums so held in
trust by it together with a full accounting thereof; and


 


(3)                                  that
it will give the Trustee written notice within three Business Days of any
failure of the Company (or by any obligor on the Securities) in the payment of
any installment of the principal of, premium, if any, or interest on, the
Securities when the same shall be due and payable.


 


ARTICLE VIII


 


DISCHARGE OF INDENTURE; DEFEASANCE


 


SECTION 8.1.   Discharge of Liability on Securities;
Defeasance.  (a)  Subject to Section 8.1(c), when
(i)(x) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.9) for cancellation or
(y) all outstanding Securities not theretofore delivered for cancellation have
become due and payable, whether at maturity or upon redemption or will become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption pursuant to Article V hereof and the Company or any
Subsidiary Guarantor irrevocably deposits or causes to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders money in
U.S. dollars, U.S. Government Obligations, or a combination


 


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thereof, in such amounts
as will be sufficient without consideration of any reinvestment of interest to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption; (ii) 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 (other than a default
resulting from borrowing of funds to be applied to such deposit and the grant
of any Lien securing such borrowing) and such deposit will not result in a
breach or violation of, or constitute a default under, the Senior Credit
Facility or any other material instrument to which the Company or any
Significant Subsidiary is a party or by which the Company or any Significant
Subsidiary is bound; (iii) the Company or any Subsidiary Guarantor has paid or
caused to be paid all sums payable under this Indenture and the Securities; and
(iv) the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of such
Securities at maturity or the Redemption Date, as the case may be, then upon
demand of the Company (accompanied by an Officers’ Certificate and an Opinion
of Counsel stating that all conditions precedent specified herein relating to
the satisfaction and discharge of this Indenture have been complied with) this
Indenture shall cease to be of further effect with respect to the Securities
and the Trustee shall acknowledge satisfaction and discharge of this Indenture,
at the cost and expense of the Company.


 


(b) 
Subject to Sections 8.1(c) and 8.2, the Company and the
Subsidiary Guarantors at any time may terminate (i) all their obligations under
the Securities and this Indenture (“legal defeasance option”), and after
giving effect to such legal defeasance, any omission to comply with such
obligations shall no longer constitute a Default or Event of Default or (ii)
their obligations under Sections 3.2, 3.3, 3.4, 3.5,
3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12,
3.16, 3.20 and 4.1(3), and 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 with such covenants shall no longer
constitute a Default or an Event of Default under Sections 6.1(3) (only
with respect to Section 4.1(3)), 6.1(4), 6.1(5), 6.1(6),
6.1(7) (with respect only to Significant Subsidiaries) or 6.1(8),
and the events specified in such Sections shall no longer constitute an Event
of Default (clause (ii) being referred to as the “covenant defeasance option”),
but except as specified above, the remainder of this Indenture and the
Securities shall be unaffected thereby. 
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option.


 


If the Company exercises its legal defeasance
option, payment of the Securities may not be accelerated because of an Event of
Default and the Subsidiary Guarantees in effect at such time shall
terminate.  If the Company exercises its
covenant defeasance option, payment of the Securities may not be accelerated
because of an Event of Default specified under Sections 6.1(3) (only
with respect to Section 4.1(3)), 6.1(4), 6.1(5),  6.1(6),
6.1(7) (with respect only to Significant Subsidiaries) or 6.1(8).


 


Upon satisfaction of the conditions set forth
herein and upon request of the Company, the Trustee shall acknowledge in
writing the discharge of those obligations that the Company terminates.


 


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(c) 
Notwithstanding the provisions of Sections 8.1(a) and (b),
the Company’s obligations under Sections 2.2, 2.3, 2.4, 2.5,
2.6, 2.9, 2.10, 2.11, 2.12, 3.1, 3.13,
3.14, 3.15, 3.17, 3.18, 3.19, 6.7, 7.7
and 7.8 and in this Article VIII shall survive until the
Securities have been paid in full. 
After the Securities have been paid in full, the Company’s obligations
under Sections 7.7, 8.4 and 8.5 shall survive.


 


SECTION 8.2.  
Conditions to Defeasance. 
The Company may exercise its legal defeasance option or its covenant
defeasance option only if:


 


(1)                                  the
Company irrevocably deposits in trust with the Trustee for the benefit of the
Holders money in U.S. dollars or U.S. Government Obligations or a combination
thereof, the principal of and interest (without reinvestment) on which will be
sufficient, or a combination thereof sufficient, for the payment of principal
of, premium, if any, and interest on the Securities to maturity or redemption,
as the case may be;


 


(2)                                  the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay principal
and interest when due on all the Securities to maturity or redemption, as the
case may be;


 


(3)                                  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 and the grant of any Lien
securing such borrowings) or insofar as Events of Default specified in Section
6.1(7) or Section 6.1(8) are concerned, at any time in the period
ending on the 91st day after such date of deposit;


 


(4)                                  such
legal defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a Default under, this Indenture or any other
material agreement or instrument to which the Company or any of its Significant
Subsidiaries is a party or by which the Company or any of its Significant
Subsidiaries is bound;


 


(5)                                  the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that (A) the Securities and (B) assuming no intervening bankruptcy of the
Company between the date of deposit and the 91st day following the deposit and
that no Holder of the Securities is an insider of the Company, 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 generally;


 


(6)                                  the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified 


 


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as, a regulated investment
company under the Investment Company Act of 1940;


 


(7)                                  in
the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel (subject to customary assumptions and
exclusions) in the United States stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) 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 Securityholders will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and legal defeasance and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been
the case if such deposit and legal defeasance had not occurred;


 


(8)                                  in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel (subject to customary assumptions and
exclusions) in the United States to the effect that the Securityholders will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and covenant defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if such deposit and covenant defeasance had not occurred; and


 


(9)                                  the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to either the legal
defeasance or covenant defeasance, as the case may be, as contemplated by this Article
VIII have been complied with.


 


SECTION 8.3.  
Application of Trust Money. 
The Trustee shall hold in trust all money or U.S. Government Obligations
(including proceeds thereof) deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture and the Securities to the Holders of the
Securities of all sums due in respect of the payment of principal of, premium,
if any, and accrued interest on the Securities.


 


SECTION 8.4.  
Repayment to the Company. 
The Trustee and the Paying Agent shall promptly turn over to the Company
upon request any excess money, U.S. Government Obligations or securities held
by them upon payment of all the obligations under this Indenture.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal of or premium, if any, or
interest on the Securities that remains unclaimed by the Holders thereof for
two years, and, thereafter, Securityholders entitled to the money must look to
the Company for payment as unsecured general creditors.


 


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SECTION 8.5.  
Indemnity for U.S. Government Obligations.  The Company shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations other than any such tax, fee or other charge
that is for the account of the Holder of the Securities.


 


SECTION 8.6.  
Reinstatement.  If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article VIII by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company and each Subsidiary Guarantor, if any, under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that, if the Company or
the Subsidiary Guarantors have made any payment of principal, premium, if any,
interest on or principal of any Securities because of the reinstatement of its
obligations, the Company or Subsidiary Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


 


The Trustee’s rights under this Article
VIII shall survive termination of this Indenture.


 


ARTICLE IX


 


AMENDMENTS


 


SECTION 9.1.  
Without Consent of Holders. 
The Company, the Subsidiary Guarantors, if any, and the Trustee may
amend or supplement this Indenture, the Securities or any Subsidiary Guarantees
without notice to or consent of any Securityholder:


 


(1)                                  to
cure any ambiguity, omission, defect or inconsistency;


 


(2)                                  to
provide for the assumption by a Successor Company of the obligations of the
Company under this Indenture or the assumption by a corporation, partnership,
trust or limited liability company of the obligations of any Subsidiary
Guarantor under this Indenture;


 


(3)                                  to
provide for uncertificated Securities in addition to or in place of
certificated Securities; provided, however,
that the uncertificated Securities are issued in registered form for purposes
of Section 163(f) of the Code or in a manner such that the uncertificated
Securities are described under Section 163(f)(2)(B) of the Code;


 


(4)                                  to
add Guarantees with respect to the Securities or release a Subsidiary Guarantor
in accordance with the applicable provisions of this Indenture;


 


(5)                                  to
secure the Securities;


 


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(6)                                  to
add to the covenants of the Company and the Restricted Subsidiaries for the
benefit of the Holders or surrender any right or power conferred upon the
Company or any Restricted Subsidiaries;


 


(7)                                  to
make any change that does not adversely affect the rights of any Holder;


 


(8)                                  to
comply with any requirement of the SEC in connection with the qualification of
this Indenture under the TIA;


 


(9)                                  to
provide for the issuance of the Exchange Securities which will have terms
substantially identical in all respects to the Initial Securities or the
Additional Securities, as the case may be (except that the transfer
restrictions contained in the Initial Securities or the Additional Securities,
if any, shall be modified or eliminated, as appropriate), and which shall be
treated, together with any outstanding Initial Securities or Additional
Securities, as a single class of securities;


 


(10)                            release
a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or
this Indenture in accordance with the applicable provisions of this Indenture;


 


(11)                            make
any change in the subordination provisions of this Indenture that would limit
or terminate the benefits available to any holder of Senior Indebtedness of the
Company or a holder of Guarantor Senior Indebtedness (or any Representative
thereof) under such subordination provisions; or


 


(12)                            to
provide for the appointment of a successor trustee; provided that the successor trustee be otherwise qualified
and eligible to act as such under the terms of this Indenture.


 


However, no
amendment may be made to the subordination provisions of this Indenture that
adversely affects the rights of any holder of Senior Indebtedness or Guarantor
Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness or Guarantor Senior Indebtedness (or any group or representative
thereof authorized to give a consent) consent to such change.


 


After an amendment or supplement under this
Section becomes effective, the Company shall mail to Securityholders a notice
briefly describing such amendment or supplement.  The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment or
supplement under this Section.


 


SECTION 9.2.  
With Consent of Holders. 
The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture, the Securities or any Subsidiary Guarantee without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities).  Any past default or compliance with any
provision of this Indenture, the Securities or any Subsidiary Guarantee (other
than a Default or an Event of


 


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Default in the payment of
the principal of, or premium, if any, or interest on a Security (except in
accordance with Section 6.4)) may be waived with the written consent of the
Holders of a majority in principal amount of the Securities then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities).  However, without the consent of each
Securityholder affected, an amendment, supplement or waiver may not (with
respect to any Securities held by a non-consenting Holder of Securities):


 


(1)                                  reduce
the amount of Securities whose Holders must consent to an amendment;


 


(2)                                  reduce
the stated rate of or extend the stated time for payment of interest or
additional interest on any Security;


 


(3)                                  reduce
the principal of or extend the Stated Maturity of any Security;


 


(4)                                  reduce
the premium payable upon the redemption of any Security or change the time at
which any Security may or shall be redeemed as described under Article V
or any similar provision, whether through an amendment or waiver of Article
V, definitions or otherwise;


 


(5)                                  make
any Security payable in money other than that stated in the Security;


 


(6)                                  impair
the right of any Holder to receive payment of principal, premium, if any, and
interest on such Holder’s Securities on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such
Holder’s Securities;


 


(7)                                  make
any change to the amendment provisions which require each Holder’s consent or
to the waiver provisions; or


 


(8)                                  make
any change to the subordination provisions of Article X or Article
XII or any other subordination provisions herein that adversely affects the
rights of any holder of Securities; or


 


(9)                                  modify
any Subsidiary Guarantees in any manner adverse to the Holders.


 


It shall not be necessary for the consent of
the Holders under this Section to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.  A
consent to any amendment, supplement or waiver under this Indenture by any
Holder of the Securities given in connection with a tender or exchange of such
Holder’s Securities will not be rendered invalid by such tender or exchange.


 


After an amendment or supplement under this
Section becomes effective, the Company shall mail to Securityholders a notice
briefly describing such amendment or supplement.  The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment or
supplement under this Section.


 


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However, no amendment may be made to the
subordination provisions of this Indenture that adversely affects the rights of
any holder of Senior Indebtedness or Guarantor Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness or Guarantor Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.


 


SECTION 9.3.  
Compliance with Trust Indenture Act.  Every amendment or supplement to this Indenture or the Securities
shall comply with the TIA as then in effect.


 


SECTION 9.4.  
Revocation and Effect of Consents and Waivers.  A consent to an amendment, supplement or a
waiver by a Holder of a Security shall bind the Holder and every subsequent
Holder of that Security or portion of the Security that evidences the same debt
as the consenting Holder’s Security, even if notation of the consent or waiver
is not made on the Security.  Any such
Holder or subsequent Holder may revoke the consent or waiver as to such
Holder’s Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment, supplement or waiver becomes
effective or otherwise in accordance with any related solicitation
documents.  After an amendment,
supplement or waiver becomes effective, it shall bind every Securityholder
unless it makes a change described in any of clauses (1) through (9) of Section
9.2, in which case the amendment, supplement, waiver or other action shall
bind each Securityholder who has consented to it and every subsequent
Securityholder that evidences the same debt as the consenting Holder’s
Securities.  An amendment, supplement or
waiver shall become effective upon receipt by the Trustee of the requisite
number of written consents under Section 9.1 or 9.2 as
applicable.


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Securityholders
entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date.  No such consent shall become valid or
effective more than 120 days after such record date.


 


SECTION 9.5.  
Notation on or Exchange of Securities.  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee.  The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder.  Alternatively, if the Company
or the Trustee so determine, the Company in exchange for the Security shall
issue and the Trustee shall authenticate a new Security that reflects the
changed terms.  Failure to make the
appropriate notation or to issue a new Security shall not affect the validity
of such amendment.


 


SECTION 9.6.  
Trustee To Sign Amendments. 
The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article IX if the amendment, supplement or waiver does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may but
need not sign it.  In signing such
amendment, supplement or waiver the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to be provided with, and (subject
to Sections 7.1 and 7.2) shall be fully protected in relying


 


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upon an Officers’
Certificate and an Opinion of Counsel stating that such amendment, supplement
or waiver is authorized or permitted by this Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Company
and any Subsidiary Guarantors, enforceable against them in accordance with its
terms, subject to customary exceptions, and complies with the provisions hereof
(including Section 9.3).


 


ARTICLE X


 


SUBORDINATION


 


SECTION 10.1.  
Agreement To Subordinate. 
The Company agrees, and each Securityholder by accepting a Security
agrees, that the Indebtedness evidenced by, and all other obligations in
respect of, the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment of
all Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness.  The Securities shall in all respects rank pari  passu
with all other Senior Subordinated Indebtedness of the Company and only
Indebtedness of the Company that is Senior Indebtedness will rank senior to the
Securities in accordance with the provisions set forth herein.  All provisions of this Article X shall
be subject to Section 10.12.


 


SECTION 10.2.  
Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assets of the Company to
creditors upon a total or partial liquidation or a total or partial dissolution
of the Company or in a reorganization, bankruptcy, insolvency, receivership or
similar proceeding relating to the Company or its properties or an assignment
for the benefit of creditors or marshalling of the Company’s assets or
liabilities:


 


(1)                                  holders
of Senior Indebtedness shall be entitled to receive payment in full in cash or
Cash Equivalents of all Senior Indebtedness (including interest accruing after,
or which would accrue but for, the commencement of any proceeding at the rate
specified in the applicable Senior Indebtedness, whether or not a claim for
such interest would be allowed) before Securityholders shall be entitled to
receive any payment of principal of or interest on or other amounts with
respect to the Securities from the Company (except, in each case, that holders
of Securities may receive and retain Permitted Junior Securities and payments
made from any trust described in Article VIII); and


 


(2)                                  until
the Senior Indebtedness is paid in full in cash or Cash Equivalents, any
payment or distribution to which Securityholders would be entitled but for this
Article X shall be made to holders of Senior Indebtedness, as their
respective interests may appear, except, in each case, that holders of the
Securities may receive and retain Permitted Junior Securities and payments made
from any trust described in Article VIII.


 


SECTION 10.3.  
Default on Senior Indebtedness. 
The Company shall not pay the principal of, premium (if any) or interest
on or other payment obligations in respect of the Securities or make any
deposit pursuant to Section 8.2 and may not otherwise repurchase, redeem
or otherwise retire any Securities (collectively, “pay the Securities”)
if (i) any Senior Indebtedness is not paid when due in cash or Cash Equivalents
or (ii) any other default on Senior


 


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Indebtedness occurs and
the maturity of such Senior Indebtedness is accelerated in accordance with its
terms unless, in either case, (x) the default has been cured or waived and any
such acceleration has been rescinded or (y) such Senior Indebtedness has been
paid in full in cash or Cash Equivalents; provided,
however, that the Company may pay the Securities, without regard to
the foregoing, if the Company and the Trustee receive written notice approving
such payment from the Representative of the Senior Indebtedness with respect to
which either of the events set forth in clause (i) or (ii) of this sentence has
occurred and is continuing.  During the
continuance of any default (other than a default described in clause (i) of the
preceding sentence or a default resulting in acceleration described in clause
(ii) of the preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
the Company may not pay the Securities for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a “Blockage Notice”) of such default from
the Representative(s) of the holders of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) because the default giving rise to such
Blockage Notice is no longer continuing or (iii) because such Designated Senior
Indebtedness has been repaid in full). 
Notwithstanding the provisions of the immediately preceding sentence,
unless the holders of such Designated Senior Indebtedness or the
Representative(s) of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Company may resume payments on the
Securities after the end of such Payment Blockage Period (including any missed
payments).  Not more than one Blockage
Notice may be given, and not more than one Payment Blockage may occur, in any
consecutive 360-day period, irrespective of the number of defaults with respect
to Designated Senior Indebtedness during such period. However, if any Blockage
Notice within such 360 day period is given by or on behalf of any holders of
Designated Senior Indebtedness other than the Bank Indebtedness, the
Representatives of the Bank Indebtedness may give another Blockage Notice
within such period. In no event, however, may the total number of days during which
any Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period.  For purposes of this paragraph, no default or event of default
that existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the
commencement of a subsequent Payment Blockage Period by the Representative of
such Designated Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured
or waived for a period of not less than 90 consecutive days.


 


SECTION 10.4.  
Acceleration of Payment of Securities.  If payment of the Securities is accelerated because of an Event
of Default, the Company or the Trustee shall promptly notify the holders of the
Designated Senior Indebtedness (or their Representatives) of the acceleration; provided, however, that the Company and
the Trustee shall be obligated to notify such a Representative only if such
Representative has delivered or caused to be delivered to the Company or the
Trustee an address for service of such a notice (and the Company and the
Trustee shall only be obligated to deliver the notice to the address so
specified).  If any Designated Senior
Indebtedness is outstanding, the Company shall not pay the Securities until


 


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five Business Days after
the holders or Representative(s) of such Designated Senior Indebtedness
receives notice of such acceleration and, thereafter, may pay the Securities,
only if this Article X otherwise permits payments at that time.


 


SECTION 10.5.  
When Distribution Must Be Paid Over.  If a distribution is made to Securityholders that because of this
Article X should not have been made to them, the Securityholders who
receive the distribution shall hold it in trust for holders of Senior
Indebtedness and promptly pay it over to them as their respective interests may
appear.


 


SECTION 10.6.  
Subrogation.  After all
Senior Indebtedness is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness.  A distribution made under this Article X
to holders of Senior Indebtedness which otherwise would have been made to
Securityholders is not, as between the Company and Securityholders, a payment
by the Company on such Senior Indebtedness.


 


SECTION 10.7.  
Relative Rights.  This Article
X defines the relative rights of Securityholders and holders of Senior
Indebtedness.  Nothing in this Indenture
shall:


 


(1)          impair, as between the Company and
Securityholders, the obligation of the Company which is absolute and
unconditional, to pay principal of and interest on the Securities in accordance
with their terms; or


 


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


 


SECTION 10.8.  
Subordination May Not Be Impaired by Company.  No right of any holder of Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Securities shall be impaired by any act or failure to act by the Company or by
the failure of any of them to comply with this Indenture.


 


SECTION 10.9.  
Rights of Trustee and Paying Agent.  Notwithstanding Section 10.3, the Trustee or Paying Agent
may continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice in writing satisfactory
to it that payments may not be made under this Article X.  The Company, the Registrar, the Paying
Agent, a Representative or a holder of Senior Indebtedness may give the notice;
provided, however, that, if an
issue of Senior Indebtedness has a Representative, only the Representative may
give the notice.


 


The Trustee in its individual or any other
capacity may hold Senior Indebtedness with the same rights it would have if it
were not Trustee.  The Registrar and the
Paying Agent may do the same with like rights. 
The Trustee shall be entitled to all the rights set forth in this Article
X with respect to any Senior Indebtedness which may at any time be held by
it, to the same extent as any other holder of Senior Indebtedness; and nothing
in Article VII shall deprive the Trustee of any of its rights as such
holder.  Nothing in this Article X
shall apply to claims of, or payments to, the Trustee under or pursuant to Section
7.7.


 


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SECTION 10.10.  
Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Indebtedness, the distribution may be made
and the notice given to their Representative (if any).


 


SECTION 10.11.  
Article X Not To Prevent Events of Default or Limit Right To
Accelerate.  The failure to make a
payment in respect of the Securities, by reason of any provision in this Article
X, shall not be construed as preventing the occurrence of a Default or
Event of Default.  Nothing in this Article
X shall have any effect on the right of the Securityholders or the Trustee
to accelerate the maturity of the Securities.


 


SECTION 10.12.  
Trust Moneys Not Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
VIII by the Trustee for the payment of principal of premium, if any, and
interest on the Securities shall not be subordinated to the prior payment of
any Senior Indebtedness or subject to the restrictions set forth in this Article
X, and none of the Securityholders shall be obligated to pay over any such
amount to the Company, any holder of Senior Indebtedness, or any other creditor
of the Company.


 


SECTION 10.13.  
Trustee Entitled To Rely. 
Upon any payment or distribution pursuant to this Article X, the
Trustee and the Securityholders shall be entitled to rely (i) upon any order or
decree of a court of competent jurisdiction in which any proceedings of the
nature referred to under Section 10.2 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Securityholders or (iii) upon
the Representatives for the holders of Senior Indebtedness for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness 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
X.  In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article X, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article X, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.  The provisions of Sections
7.1 and 7.2 shall be applicable to all actions or omissions of actions by
the Trustee pursuant to this Article X.


 


SECTION 10.14.  
Trustee To Effectuate Subordination.  Each Securityholder by accepting a Security authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the
Securityholders and the holders of Senior Indebtedness as provided in this Article
X and appoints the Trustee as attorney-in-fact for any and all such
purposes.


 


SECTION 10.15.  
Trustee Not Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to


 


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Securityholders or the
Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article X or otherwise.


 


SECTION 10.16.  
Reliance by Holders of Senior Indebtedness on Subordination
Provisions.  Each Securityholder by
accepting a Security acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness, whether such Senior Indebtedness was created
or acquired before or after the issuance of the Securities, to acquire, or to
continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.


 


ARTICLE XI


 


SECURITIES GUARANTEE


 


On the Issue Date
there will be no Subsidiary Guarantors, however this Article XI will apply to
each Subsidiary Guarantor that becomes a Subsidiary Guarantor pursuant to Section
3.12 or otherwise pursuant to this Indenture.


 


SECTION 11.1.  
Subsidiary Guarantee. 
Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, jointly and severally
with each other Subsidiary Guarantor, to each Holder of the Securities and the
Trustee the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the principal of, premium, if any,
and interest on the Securities and all other monetary obligations of the
Company under this Indenture (including, without limitation, interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, relating to the Company or any
Subsidiary Guarantor whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding) (all the foregoing being hereinafter
collectively called the “Guarantor Obligations”).  Each Subsidiary Guarantor further agrees (to
the extent permitted by law) that the Guarantor Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and
that it will remain bound under this Article XI notwithstanding any extension
or renewal of any Subsidiary Guarantor Obligation.


 


Each Subsidiary Guarantor waives presentation
to, demand of payment from and protest to the Company of any of the Guarantor
Obligations and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of
any default under the Securities or the Guarantor Obligations.


 


Each Subsidiary Guarantor further agrees that
its Subsidiary Guarantee herein constitutes a Guarantee of payment when due
(and not a Guarantee of collection) and waives any right to require that any
resort be had by any Holder to any security held for payment of the Guarantor
Obligations.


 


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Except as set forth under Section 11.2,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason (other than
payment of the Guarantor Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guarantor
Obligations or otherwise.  Without limiting
the generality of the foregoing, the Guarantor Obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by
(a) the failure of any Holder to assert any claim or demand or to enforce any
right or remedy against the Company or any other person under this Indenture,
the Securities or any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Indenture, the Securities or any
other agreement; (d) the release of any security held by any Holder or the
Trustee for the Guarantor Obligations or any of them; (e) the failure of any
Holder to exercise any right or remedy against any other Subsidiary Guarantor,
or (f) any change in the ownership of the Company; (g) by any default, failure
or delay, willful or otherwise, in the performance of the Guarantor
Obligations, or (h) by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of any Subsidiary Guarantor or would otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity.


 


Subject to the provisions of Section 3.12,
each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein shall
remain in full force and effect until payment in full of all the Guarantor
Obligations or such Subsidiary Guarantor is released from its Subsidiary
Guarantee upon the merger or the sale of all the Capital Stock or assets of the
Subsidiary Guarantor in compliance with Section 11.2.  Each Subsidiary Guarantor further agrees
that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of, premium, if any, or interest on any of the Guarantor Obligations
is rescinded or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise.


 


In furtherance of the foregoing and not in
limitation of any other right which any Holder has at law or in equity against
any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to
pay any of the Guarantor Obligations when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, each
Subsidiary Guarantor hereby promises to and will, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor
Obligations then due and owing and (ii) accrued and unpaid interest on such
Guarantor Obligations then due and owing (but only to the extent not prohibited
by law) (including, without limitation, interest accruing after the filing of
any petition in bankruptcy or the commencement of any insolvency,
reorganization or like proceeding relating to the Company or any Subsidiary
Guarantor whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding).


 


Each Subsidiary Guarantor further agrees
that, as between such Subsidiary Guarantor, on the one hand, and the Holders,
on the other hand, (x) the maturity of the Guarantor Obligations guaranteed
hereby may be accelerated as provided in this Indenture for the purposes of its
Subsidiary Guarantee herein, notwithstanding any stay, injunction or other
prohibition


 


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preventing such acceleration in respect of
the Guarantor Obligations guaranteed hereby and (y) in the event of any such
declaration of acceleration of such Guarantor Obligations, such Guarantor
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantor for the purposes of this Subsidiary
Guarantee.


 


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


 


SECTION 11.2.  
Limitation on Liability; Termination, Release and Discharge.  (a)   Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be
limited to the maximum amount as will, after giving effect to all other contingent
and fixed liabilities of such Subsidiary Guarantor (including, without
limitation, any guarantees under the Senior Credit Facility) and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law and not otherwise
being void or voidable under any similar laws affecting the rights of creditors
generally.


 


(b) 
Upon the sale or disposition of a Subsidiary Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or
substantially all of its assets (other than by lease)) and whether or not the
Subsidiary Guarantor is the surviving corporation in such transaction to a
Person which is not the Company or a Restricted Subsidiary of the Company, such
Subsidiary Guarantor will be automatically released from all its obligations
under this Indenture and its Subsidiary Guarantee and the Registration Rights
Agreement and such Subsidiary Guarantee will terminate; provided, however, that (x) the sale or
other disposition is in compliance with this Indenture, including Sections
3.5, 3.9 and 4.1 and (y) all the obligations of such
Subsidiary Guarantor under any agreements relating to any other Indebtedness of
the Company or its Restricted Subsidiaries terminate upon consummation of such
transaction.


 


(c) 
Each Subsidiary Guarantor shall be deemed released from all its
obligations under this Indenture and the Registration Rights Agreement and such
Subsidiary Guarantee shall terminate (x) upon the legal defeasance of the
Securities pursuant to the provisions of Article VIII hereof or (y) in
accordance with Section 3.12 of this Indenture.


 


(d) 
Each Subsidiary Guarantor shall be released from its obligations under
this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement
if the Company designates such Subsidiary Guarantor as an Unrestricted
Subsidiary and such designation complies with the other applicable provisions
of this Indenture.


 


SECTION 11.3.  
Right of Contribution. 
Each Subsidiary Guarantor hereby agrees that to the extent that any
Subsidiary Guarantor shall have paid more than its proportionate share of any
payment made on the obligations under the Subsidiary Guarantees, such
Subsidiary Guarantor shall be entitled to seek and receive contribution from
and against the Company, or any other Subsidiary Guarantor who has not paid its
proportionate share of such


 


112






















 


payment.  The provisions of this Section 11.3
shall in no respect limit the obligations and liabilities of each Subsidiary
Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall
remain liable to the Trustee and the Holders for the full amount guaranteed by
such Subsidiary Guarantor hereunder.


 


SECTION 11.4.  
No Subrogation. 
Notwithstanding any payment or payments made by each Subsidiary
Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated
to any of the rights of the Trustee or any Holder against the Company or any
other Subsidiary Guarantor or any collateral security or guarantee or right of
offset held by the Trustee or any Holder for the payment of the Guarantor
Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other Subsidiary
Guarantor in respect of payments made by such Subsidiary Guarantor hereunder,
until all amounts owing to the Trustee and the Holders by the Company on
account of the Guarantor Obligations are paid in full.  If any amount shall be paid to any
Subsidiary Guarantor on account of such subrogation rights at any time when all
of the Guarantor Obligations shall not have been paid in full, such amount
shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of such Subsidiary Guarantor, and shall, forthwith
upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by such Subsidiary Guarantor (duly indorsed by such
Subsidiary Guarantor to the Trustee, if required), to be applied against the
Guarantor Obligations.


 


ARTICLE XII


 


SUBORDINATION OF SUBSIDIARY GUARANTEES


 


SECTION 12.1.  
Agreement To Subordinate. 
Each Subsidiary Guarantor agrees, and each Securityholder by accepting a
Security agrees, that the Indebtedness evidenced by, and all other obligations
in respect of, the Subsidiary Guarantees are subordinated in right of payment,
to the extent and in the manner provided in this Article XII, to the
prior payment of all Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor and that the subordination is for the benefit of and enforceable by
the holders of Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor.  The Subsidiary Guarantees
shall in all respects rank pari  passu with all other Guarantor
Senior Subordinated Indebtedness of the Subsidiary Guarantor and only
Indebtedness of the Subsidiary Guarantor that is Guarantor Senior Indebtedness
will rank senior to the Subsidiary Guarantees in accordance with the provisions
set forth herein.  All provisions of
this Article XII shall be subject to Section 12.12.


 


SECTION 12.2.  
Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assets of any Subsidiary
Guarantor to creditors upon a total or partial liquidation or a total or
partial dissolution of any Subsidiary Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to any
Subsidiary Guarantor or its properties or an assignment for the benefit of
creditors or marshalling of the Company’s assets and liabilities:


 


(1)                                  holders
of Guarantor Senior Indebtedness of such Subsidiary Guarantor shall be entitled
to receive payment in full in cash or Cash Equivalents of all Guarantor Senior


 


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Indebtedness
of such Subsidiary Guarantor (including interest accruing after, or which would
accrue but for, the commencement of any proceeding at the rate specified in the
applicable Guarantor Senior Indebtedness, whether or not a claim for such
interest would be allowed) before Securityholders shall be entitled to receive
any payment or distribution of principal of or interest on or other amounts
with respect to the Subsidiary Guarantees from any Subsidiary Guarantor
(except, in each case, that holders of Securities may receive and retain
Permitted Junior Securities and payments made from any trust described in Article
VIII); and


 


(2)                                  until
the Guarantor Senior Indebtedness of such Subsidiary Guarantor is paid in full
in cash or Cash Equivalents, any payment or distribution to which
Securityholders would be entitled but for this Article XII shall be made
to holders of Guarantor Senior Indebtedness of such Subsidiary Guarantor, as
their respective interests may appear, except, in each case, that holders of
the Securities may receive and retain Permitted Junior Securities and payments
made from any trust described in Article VIII.


 


SECTION 12.3.  
Default on Guarantor Senior Indebtedness.  A Subsidiary Guarantor shall not pay the
principal of, premium (if any) or interest on or other payment obligations in
respect of the Subsidiary Guarantees or make any deposit pursuant to Section
8.2 or repurchase, redeem or otherwise retire the Subsidiary Guarantee
(collectively, “pay the Securities”) if (i) any Senior Indebtedness or
Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor is not
paid when due in cash or Cash Equivalents or (ii) any other default on Senior
Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor
Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, (x) the default has been cured or waived and any such acceleration
has been rescinded or (y) such Senior Indebtedness or Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor has been paid in full in
cash or Cash Equivalents; provided, however,
that each Subsidiary Guarantor may pay the Securities, without regard to the
foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of the Senior Indebtedness or Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor with respect to which either
of the events set forth in clause (i) or (ii) of the preceding sentence has
occurred and is continuing.  During the
continuance of any default (other than a default described in clause (i) of the
preceding sentence or a default resulting in acceleration set forth in clause
(ii) of the preceding sentence) with respect to any Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness of the applicable
Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods,
each Subsidiary Guarantor may not pay the Securities during the Payment
Blockage Period (as defined under Section 10.3) commencing upon the
receipt by the Trustee (with a copy to the Company and the Subsidiary
Guarantor) of the Blockage Notice (as defined under Section 10.3) of
such default from the Representative(s) of the holders of Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness of the applicable
Subsidiary Guarantor specifying an election to effect a Payment Blockage Period
and ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee, the Subsidiary Guarantor and
the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated


 


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Senior Indebtedness or
Designated Guarantor Senior Indebtedness has been repaid in full in cash or
Cash Equivalents).  Notwithstanding the
provisions of the immediately preceding sentence, unless the holders of such
Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of
the applicable Subsidiary Guarantor or the Representative(s) of such holders
shall have accelerated the maturity of such Designated Senior Indebtedness or
such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may
resume payments on the Securities after the end of such Payment Blockage Period
(including any missed payments).  Not
more than one Blockage Notice may be given, and not more than one Payment
Blockage may occur, in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness or Designated
Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during
such period.  In no event, however, may
the total number of days during which any Payment Blockage Period or Periods is
in effect exceed 179 days in the aggregate during any 360 consecutive day
period.  For purposes of this paragraph,
no default or event of default that existed or was continuing on the date of
the commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor initiating such Payment Blockage Period shall
be, or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness or the
Designated Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor, whether or not within a period of 360 consecutive days, unless such
default or event of default shall have been cured or waived for a period of not
less than 90 consecutive days.


 


SECTION 12.4.  
Acceleration of Payment of Securities.  If payment of the Securities is accelerated because of an Event
of Default, each Subsidiary Guarantor and the Trustee shall promptly notify the
holders of the Designated Senior Indebtedness or Designated Guarantor Senior
Indebtedness (or their Representatives) of the acceleration; provided, however, that the Company and
the Trustee shall be obligated to notify such a Representative only if such
Representative has delivered or caused to be delivered to the Company and the
Trustee an address for service of such a notice (and the Company and the
Trustee shall only be obligated to deliver the notice to the address so
specified).  If any Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness is outstanding, each
Subsidiary Guarantor shall not pay the Securities until five Business Days
after the holders or Representative(s) of such Designated Senior Indebtedness
or Designated Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor receives notice of such acceleration and, thereafter, may pay the
Securities, only if this Article XII otherwise permits payments at that
time.


 


SECTION 12.5.  
When Distribution Must Be Paid Over.  If a distribution is made to Securityholders that because of this
Article XII should not have been made to them, the Securityholders who
receive the distribution shall hold it in trust for holders of Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor and promptly pay it over to
them as their respective interests may appear.


 


SECTION 12.6.  
Subrogation.  After all
Guarantor Senior Indebtedness is paid in full and until the Securities are paid
in full, Securityholders shall be subrogated to the rights of holders of
Guarantor Senior Indebtedness to receive distributions applicable to Guarantor
Senior Indebtedness.  A distribution
made under this Article XII to holders of Guarantor Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the


 


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Company and
Securityholders, a payment by the Company on such Guarantor Senior
Indebtedness.


 


SECTION 12.7.  
Relative Rights.  This Article
XII defines the relative rights of Securityholders and holders of Guarantor
Senior Indebtedness.  Nothing in this
Indenture shall:


 


(1)                                  impair,
as between Subsidiary Guarantor and Securityholders, the obligation of each
Subsidiary Guarantor which is absolute and unconditional, to guarantee the
payment of principal of and interest on the Securities in accordance with their
terms; or


 


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


 


SECTION 12.8.  
Subordination May Not Be Impaired by Company.  No right of any holder of Guarantor Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Subsidiary Guarantees shall be impaired by any act or failure to act by any
Subsidiary Guarantor or by the failure of any of them to comply with this
Indenture.


 


SECTION 12.9.  
Rights of Trustee and Paying Agent.  Notwithstanding Section 12.3, the Trustee or Paying Agent
may continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice in writing satisfactory
to it that payments may not be made under this Article XII.  Each Subsidiary Guarantor, the Registrar,
the Paying Agent, a Representative or a holder of Senior Indebtedness may give
the notice; provided, however,
that, if an issue of Guarantor Senior Indebtedness has a Representative, only
the Representative may give the notice.


 


The Trustee in its individual or any other
capacity may hold Guarantor Senior Indebtedness with the same rights it would
have if it were not Trustee.  The
Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the
rights set forth in this Article XII with respect to any Guarantor
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Guarantor Senior Indebtedness; and nothing in Article
VII shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XII shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.7.


 


SECTION 12.10.  
Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Guarantor Senior Indebtedness, the distribution may
be made and the notice given to their Representative (if any).


 


SECTION 12.11.  
Article XII Not To Prevent Events of Default or Limit Right To
Accelerate.  The failure to make a
payment in respect of the Securities and the Subsidiary Guarantees (if any), by
reason of any provision in this Article XII shall not be construed as
preventing the occurrence of a Default or Event of Default.  Nothing in this Article XII shall
have any effect on the right of the Securityholders or the Trustee to
accelerate the maturity of the Securities.


 


116






















 


SECTION 12.12.  
Trust Moneys Not Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
VIII by the Trustee for the payment of principal of and interest on the
Securities or the Subsidiary Guarantees (if any) shall not be subordinated to
the prior payment of any Guarantor Senior Indebtedness or subject to the
restrictions set forth in this Article XII, and none of the
Securityholders shall be obligated to pay over any such amount to the Company,
any holder of Guarantor Senior Indebtedness, or any other creditor of such
Subsidiary Guarantor.


 


SECTION 12.13.  
Trustee Entitled To Rely. 
Upon any payment or distribution pursuant to this Article XII,
the Trustee and the Securityholders shall be entitled to rely (i) upon any order
or decree of a court of competent jurisdiction in which any proceedings of the
nature referred to under Section 12.2 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Securityholders or (iii) upon
the Representatives for the holders of Guarantor Senior Indebtedness for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of each Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XII.  In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article XII,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of
Sections 7.1 and 7.2 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article XII.


 


SECTION 12.14.  
Trustee To Effectuate Subordination.  Each Securityholder by accepting a Security authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the
Securityholders and the holders of Guarantor Senior Indebtedness as provided in
this Article XII and appoints the Trustee as attorney-in-fact for any
and all such purposes.


 


SECTION 12.15.  
Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Guarantor Senior Indebtedness and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or any Subsidiary Guarantor or any other Person, money or
assets to which any holders of Guarantor Senior Indebtedness shall be entitled
by virtue of this Article XII or otherwise.


 


SECTION 12.16.  
Reliance by Holders of Guarantor Senior Indebtedness on Subordination
Provisions.  Each Securityholder by
accepting a Security acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Guarantor Senior Indebtedness, whether such Guarantor


 


117






















 


Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire
and continue to hold, or to continue to hold, such Guarantor Senior
Indebtedness and such holder of Guarantor Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Guarantor Senior
Indebtedness.


 


ARTICLE XIII


 


MISCELLANEOUS


 


SECTION 13.1.   Trust Indenture Act Controls.  If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.  Each Subsidiary
Guarantor in addition to performing its obligations under its Subsidiary
Guarantee shall perform such other obligations as may be imposed upon it with
respect to this Indenture under the TIA.


 


SECTION 13.2.  
Notices.  Any notice or
communication shall be in writing and delivered in person, sent by facsimile,
delivered by commercial courier service or mailed by first-class mail, postage
prepaid, addressed as follows:


 


if to the Company:


 


Community Health Systems, Inc.

155 Franklin Road, Suite 400


Brentwood,
Tennessee 37027


Fax: (615)
376-3447


Attention:
Rachel A. Seifert


 


with copies to:


 


Fried, Frank,
Harris, Shriver & Jacobson LLP

One New York Plaza


New York, New York 100004-1980

Fax: (212) 859-8586


 


Attention:  Jeffrey Bagner, Esq.


 


118






















 


if to the Trustee:


 


SunTrust Bank

Corporate Trust Division


201 Fourth Avenue North


Eighth Floor


Nashville, TN 37219

Fax:  (615) 748-5331


 


Attention:  Donna Williams,
First Vice President


 


with copies to:


 


Stites & Harbison, PLLC 

424 Church Street, Suite 1800 

Nashville, TN 37219


 


Attention: A. Stuart Campbell, Esq.


 


The Company or the Trustee by written notice
to the other may designate additional or different addresses for subsequent
notices or communications.


 


Any notice or communication to the Company or
the Subsidiary Guarantors shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and five calendar days after mailing if
sent by registered or certified mail, postage prepaid (except that a notice of
change of address shall not be deemed to have been given until actually
received by the addressee).


 


Any notice or communication mailed to a
registered Securityholder shall be mailed to the Securityholder at the
Securityholder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.


 


Failure to mail a notice or communication to
a Securityholder or any defect in it shall not affect its sufficiency with
respect to other Securityholders.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it, except that notices to the
Trustee shall be effective only upon receipt.


 


SECTION 13.3.  
Communication by Holders with other Holders.  Securityholders may communicate pursuant to
TIA § 312(b) with other Securityholders with respect to their rights under this
Indenture or the Securities.  The
Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


 


119






















 


SECTION 13.4.  
Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:


 


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


 


(2)                                  an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with.


 


SECTION 13.5.  
Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture (other
than pursuant to Section 3.17) shall include:


 


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


 


(2)                                  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;


 


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


 


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


 


In giving such Opinion of Counsel, counsel
may rely as to factual matters on an Officers’ Certificate or on certificates
of public officials.


 


SECTION 13.6.  
When Securities Disregarded. 
In determining whether the Holders of the required aggregate principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company, any Subsidiary Guarantor or any Affiliate of
them shall be disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities which the Trustee actually
knows are so owned shall be so disregarded. 
Also, subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.


 


SECTION 13.7.  
Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for
action by, or at meetings of, Securityholders. 
The Registrar and the Paying Agent may make reasonable rules for their
functions.


 


120






















 


SECTION 13.8.  
Legal Holidays.  A “Legal
Holiday” is a Saturday, a Sunday or other day on which commercial banking
institutions are authorized or required to be closed in New York, New
York.  If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION 13.9.  
GOVERNING LAW.  THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE SUBSIDIARY GUARANTEES.


 


SECTION 13.10.  
No Recourse Against Others. 
No director, officer, employee, incorporator or stockholder of the
Company or a Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or such Subsidiary Guarantor under the Securities,
this Indenture or a Subsidiary Guarantee or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability to
the extent permitted by applicable law. The waiver and release are part of the
consideration for issuance of the Securities. 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.


 


SECTION 13.11.  
Successors.  All
agreements of the Company and each Subsidiary Guarantor in this Indenture and
the Securities shall bind their respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


SECTION 13.12.  
Multiple 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.  One signed copy is enough to prove this Indenture.


 


SECTION 13.13.  
Qualification of Indenture. 
The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of the Registration Rights Agreement.  The Trustee shall be entitled to receive
from the Company any such Officers’ Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.


 


SECTION 13.14.  
Table of Contents; Headings. 
The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.


 


121






















 


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


 


	
   

  	
  COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ W. Larry
  Cash

  
	
   

  	
   

  	
  Name: 

  	
  W. Larry
  Cash

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, 

  Chief Financial Officer and Director

  



 






















 


	
   

  	
  SUNTRUST
  BANK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Donna L.
  Williams

  
	
   

  	
   

  	
  Name:

  	
  Donna L. Williams

  
	
   

  	
   

  	
  Title:

  	
  First Vice
  President

  



 






















 


EXHIBIT A


 


[FORM OF FACE
OF SERIES A NOTE]


 


[Applicable
Restricted Securities Legend]

[Depository Legend, if applicable]


 


	
  No.

  	
   

  	
   

  	
   

  	
  Principal Amount
  $                     ,
  as

  
	
   

  	
   

  	
  revised by the Schedule of Increases and

  
	
   

  	
   

  	
  Decreases in Global Security attached hereto

  
	
   

  	
   

  	
  CUSIP NO.

  	
   

  
	
   

  	
   

  	
  ISIN:

  	
   

  
							



 


 


COMMUNITY
HEALTH SYSTEMS, INC.


 


6.50% Senior
Subordinated Note, Series A, due 2012


 


 


Community Health Systems, Inc., a Delaware
corporation, promises to pay to Cede & Co., or its registered assigns, the
principal sum of
[                              ]
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on December 15, 2012.


 


Interest
Payment Dates:  June 15 and December 15,
commencing on June 15, 2005


 


Record Dates:
June 1 and December 1


 


Additional provisions of this Security are set
forth on the other side of this Security.


 


A-1






















 


	
   

  	
  COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  , 20

  	
   

  	
   

  	
   

  
						



 


A-2






















 


	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  
	
  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  SUNTRUST
  BANK

  	
   

  
	
  as Trustee,
  certifies

  	
   

  
	
  that this is
  one of

  	
   

  
	
  the
  Securities referred

  	
   

  
	
  to in this
  Indenture.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


A-3






















 


[FORM OF
REVERSE SIDE OF SERIES A NOTE]


 


 


COMMUNITY
HEALTH SYSTEMS, INC.


 


 6.50% Senior Subordinated Note, Series A, due
2012


 


1.   Interest


 


Community Health Systems, Inc., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above.


 


The Company will pay interest semi-annually
on June 15 and December 15, commencing on June 15, 2005.  Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if
no interest has been paid, from December 16, 2004.  The Company shall pay interest on overdue principal, and on
overdue premium, if any (plus interest on such interest to the extent lawful),
at the rate borne by the Securities to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


If an exchange offer (the “Exchange Offer”)
registered under the Securities Act is not consummated or a shelf registration
statement (the “Shelf Registration Statement”) under the Securities Act with
respect to resales of the Securities, if required by the Registration Rights
Agreement, is not declared effective by the SEC on or before the date that is
210 days after the Issue Date (the “Target Registration Date”) in accordance
with the terms of the Registration Rights Agreement dated December 16, 2004,
among the Company and the Initial Purchasers, the annual interest rate borne by
the Securities shall be increased from the rate shown above by (i) 0.25% per
annum for the first 90-day period immediately following the Target Registration
Date and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period, in each case until the Exchange Offer is completed or the Shelf
Registration Statement, if required, is declared effective by the SEC or the
Securities become freely tradable under the Securities Act, up to a maximum of
1.00% per annum of additional interest. 
If the Company receives a request (a “Shelf Request”) from an Initial
Purchaser requesting that a Shelf Registration Statement be filed due to an
unsold allotment of Securities held by such Initial Purchaser, and the Shelf
Registration Statement is not declared effective by the SEC by the later of (x)
180 days after the Issue Date and (y) 90 days after the delivery of such Shelf
Request (the “Shelf Additional Interest Date”), the annual interest rate borne
by the Securities shall be increased from the rate shown above by (i) 0.25% per
annum for the first 90-day period immediately following the Shelf Additional
Interest Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period until the Shelf Registration Statement is declared effective,
up to a maximum of 1.00% per annum of additional interest.  The Holder of this Security is entitled to
the benefits of such Registration Rights Agreement.


 


A-4






















 


2.   Method of Payment


 


By no later than 10:00 a.m. (New York City
time) on the date on which any principal of, premium, if any, or interest on
any Security is due and payable, the Company shall irrevocably deposit with the
Trustee or the Paying Agent money sufficient to pay such principal, premium, if
any, and/or interest.  The Company will
pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the June 1 or December 1 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date.  Holders must surrender
Securities to a Paying Agent to collect principal payments.  The Company will pay principal, premium, if
any, and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a
check to the registered address of each Holder thereof; provided, however, that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


3.   Paying Agent and Registrar


 


Initially, SunTrust Bank (the “Trustee”)
will act as Trustee, Paying Agent and Registrar.  The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice to any Securityholder.  Any of the domestically organized Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.


 


4.   Indenture


 


The Company issued the Securities under an
Indenture dated as of December 16, 2004 (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the “Indenture”),
among the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).  Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and
provisions of the Indenture, and Securityholders are referred to the Indenture
and the Act for a statement of those terms.


 


The Securities are general unsecured, senior
subordinated obligations of the Company. 
The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited.  This Security is one of the 6.50% Senior Subordinated Notes,
Series A, due 2012 referred to in the Indenture.  The Securities include (i) $300,000,000


 


A-5






















 


aggregate principal amount of the Company’s
6.50% Senior Subordinated Notes, Series A, due 2012 issued under the Indenture
on December 16, 2004 (herein called “Initial Securities”), (ii) if and
when issued, additional 6.50% Senior Subordinated Notes, Series A, due 2012 or
6.50% Senior Subordinated Notes, Series B, due 2012 of the Company that may be
issued from time to time under the Indenture subsequent to December 16, 2004
(herein called “Additional Securities”) and (iii) if and when issued,
the Company’s 6.50% Senior Subordinated Notes, Series B, due 2012 that may be
issued from time to time under the Indenture in exchange for Initial Securities
or Additional Securities in an offer registered under the Securities Act as
provided in the Registration Rights Agreement (herein called “Exchange
Securities”).  The Initial
Securities, Additional Securities and Exchange Securities are treated as a
single class of securities under the Indenture.  The Indenture imposes certain limitations on the incurrence of
indebtedness, the making of restricted payments, the sale of assets and
subsidiary stock, the incurrence of certain liens, affiliate transactions, the
sale of capital stock of restricted subsidiaries, the making of payments for
consents, the entering into of agreements that restrict distributions from
restricted subsidiaries and the consummation of mergers and
consolidations.  The Indenture also
imposes requirements with respect to the provision of financial information and
the provision of guarantees of the Securities by certain subsidiaries.


 


To guarantee the due and punctual payment of
the principal, premium, if any, and interest (including post-filing or
post-petition interest) on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Securities and the Indenture, the Subsidiary Guarantors, if
any, have fully, unconditionally and irrevocably Guaranteed (and future
guarantors, together with the Subsidiary Guarantors, will fully,
unconditionally and irrevocably Guarantee), jointly and severally, to each Holder
of the Securities and the Trustee the Guarantor Obligations pursuant to Article
XI of the Indenture on a senior subordinated basis.


 


5.   Redemption


 


Except as set forth below, the Securities
will not be redeemable at the option of the Company prior to December 15,
2008.  On and after such date, the
Securities will be redeemable, at the Company’s option, in whole or in part, at
any time from time to time, upon not less than 30 nor more than 60 days’ prior
notice mailed by first class mail to each Holder’s registered address, at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed during the
12-month period commencing on December 15 of the years set forth below:


 


	
  Period

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  103.250

  	
  %

  
	
  2009

  	
   

  	
  101.625

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


A-6






















 


In addition, at any time and from time to
time prior to December 15, 2007, the Company may redeem in the aggregate up to
35% of the original principal amount of the Securities (after giving effect to
any future issuance of Additional Securities) with the Net Cash Proceeds of one
or more Equity Offerings at a redemption price (expressed as a percentage of
principal amount) of 106.50% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided,
however, that at least 65% of the original principal amount of the
Securities (after giving effect to any future issuance of Additional
Securities) must remain outstanding after each such redemption; provided further, that each such
redemption occurs within 90 days of the date of closing of such Equity
Offering.


 


If the optional redemption date is on or
after an interest record date and on or before the related interest payment
date, the accrued and unpaid interest, if any, will be paid to the Person in
whose name the Security is registered at the close of business on such record
date, and no additional interest will be payable to Holders whose Securities
will be subject to redemption by the Company.


 


In the case of any partial redemption,
selection of the Securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed or, if the Securities are not
listed, then on a pro rata basis, by lot or by such other method as the Trustee
in its sole discretion shall deem to be fair and appropriate, although no
Securities of $1,000 in original principal amount or less will be redeemed in
part.  Any such notice to the Trustee
may be cancelled at any time prior to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect.  If any Security is to be redeemed in part
only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Security.  On and after the redemption date, interest
will cease to accrue on Securities or portions thereof called for redemption as
long as the Company has deposited with the Paying Agent funds in satisfaction
of the applicable redemption price pursuant to the Indenture.


 


6.   Repurchase Provisions


 


If a Change of Control occurs, unless the
Company has exercised its right to redeem all of the Securities as described
under paragraph 5 of the Securities, then such Change of Control shall
constitute a triggering event which shall trigger the obligation of the Company
to offer to repurchase from each Holder all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder’s Securities at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.


 


A-7






















 


7.   Subordination


 


The Securities are subordinated to Senior
Indebtedness, as defined in the Indenture. 
To the extent provided in the Indenture, Senior Indebtedness must be
paid before the Securities may be paid. 
The Company agrees, and each Securityholder by accepting a Security
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give them effect and appoints the Trustee as
attorney-in-fact for such purpose.


 


8.   Denominations; Transfer; Exchange


 


The Securities are in registered form without
coupons in denominations of principal amount of $1,000 and whole multiples of
$1,000.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum
sufficient to cover any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) for a period beginning 15 days before the mailing
of a notice of Securities to be redeemed and ending on the date of such
mailing.


 


9.   Persons Deemed Owners


 


The registered Holder of this Security may be
treated as the owner of it for all purposes.


 


10.   Unclaimed Money


 


If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company for
payment as general creditors unless an abandoned property law designates
another person and not to the Trustee for payment.


 


11.   Defeasance


 


Subject to certain exceptions and conditions
set forth in the Indenture, the Company at any time may terminate some or all
of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal, premium, if any, and interest on the Securities to redemption or
maturity, as the case may be.


 


12.   Amendment, Supplement, Waiver


 


Subject to certain exceptions set forth in
the Indenture, (i) the Indenture and the Securities may be amended or
supplemented by the Company, the Subsidiary Guarantors (if any) and the Trustee
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Securities and (ii) any default (other than with
respect to nonpayment or in respect of a provision that cannot be amended
without the written consent of each


 


A-8






















 


Securityholder affected) or noncompliance
with any provision may be waived with the written consent of the Holders of a
majority in principal amount of the then outstanding Securities.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of
certificated Securities, to comply with Article IV in respect of the
assumption by a Successor Company of an obligation of the Company or the
assumption by a successor Person of the obligations of any Subsidiary Guarantor
under this Indenture, to add Guarantees with respect to the Securities or
release a Subsidiary Guarantor in accordance with the Indenture, to secure the
Securities, to make any change that would provide any additional rights or
benefits to the Holders of the Securities or surrender any right or power
conferred upon the Company and its Restricted Subsidiaries or that does not adversely
affect the rights under the Indenture of any such Holder, to comply with any
requirement of the SEC in order to effect or maintain the qualification of this
Indenture under the TIA, to provide for the issuance of the Exchange
Securities, make any change to the subordination provisions that limits or
eliminates benefits available to any holder of Senior Indebtedness or Guarantor
Senior Indebtedness or to provide for the appointment of a successor Trustee.


 


13.   Defaults and Remedies


 


Under the Indenture, Events of Default
include (each of which are more specifically described in the Indenture) (i)
default for 30 days in payment of interest when due on the Securities, whether
or not such payment is prohibited by the subordination provisions of the Indenture;
(ii) default in payment of principal of or premium, if any, on the Securities
at Stated Maturity, upon required repurchase or upon optional redemption
pursuant to paragraph 5 of the Securities, upon acceleration or otherwise,
whether or not such payment is prohibited by the subordination provisions of
the Indenture; (iii) the failure by the Company or any Subsidiary Guarantor to
comply with its obligations under Section 4.1 of the Indenture; (iv)
failure by the Company to comply for 30 days after notice with any of its
obligations under the covenants described under Article III of the
Indenture (in each case, other than a failure to purchase Securities when
required under the Indenture, which failure shall constitute an Event of
Default under clause (ii) above); (v) the failure by the Company to comply for
60 days after notice with its other agreements contained in the Indenture or
under the Securities; (vi) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
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), other than Indebtedness owed to the Company or a
Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is
created after the date of the Indenture, which default (a) is caused by a
failure to pay principal of or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (“payment default”) or (b) results in the acceleration of
such Indebtedness prior to its maturity (the “cross acceleration provision”)
and, in each case, 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
$35.0 million or more; (vii) certain events of bankruptcy, insolvency or reorganization
of the Company or a Significant Subsidiary or group of Restricted Subsidiaries


 


A-9






















 


that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy
provisions”); (viii) failure by the Company or any Significant Subsidiary
or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $35.0 million (net of any amounts insured by insurance
companies with ratings in the two highest ratings categories given by A.M.
Best), which judgments are not paid, discharged or stayed for a period of 60
days (the “judgment default provision”); or (ix) any Subsidiary
Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that
taken together as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary ceases to be in full force and effect (except as contemplated by the
terms of the Indenture) or is declared null and void in a judicial proceeding
or any Subsidiary Guarantor that is a Significant Subsidiary or group of
Subsidiary Guarantors that taken together as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries would
constitute a Significant Subsidiary denies or disaffirms its obligations under
the Indenture or its Subsidiary Guarantee. 
However, a default under clauses (iv) and (v) will not constitute an Event
of Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified in clauses (iv) and (v) hereof
after receipt of such notice.


 


If an Event of Default (other than an Event
of Default described in (vii) hereof) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of
the outstanding Securities by notice to the Company and the Trustee, may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued and unpaid interest, if any, on all the Securities
to be due and payable.  If an Event of
Default described in (vii) hereof occurs and is continuing, the principal of,
premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.


 


Securityholders may not enforce the Indenture
or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from
Securityholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it determines
that withholding notice is in their interest.


 


14.   Trustee Dealings with the Company


 


Subject to certain limitations set forth in
the Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


A-10






















 


15.   No Recourse Against Others


 


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


 


16.   Authentication


 


This Security shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Security.


 


17.   Abbreviations


 


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


 


18.   CUSIP, Common Code and ISIN Numbers


 


The Company has caused CUSIP, Common Code or
ISIN numbers, if applicable, to be printed on the Securities and have directed
the Trustee to use CUSIP, Common Code or ISIN numbers, if applicable, in
notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19.   Governing Law


 


This Security shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


The Company will furnish to any
Securityholder upon written request and without charge to the Securityholder a
copy of the Indenture.  Requests may be
made to:


 


Community Health Systems, Inc.

155 Franklin Road, Suite 400


Brentwood, Tennessee 37027


Attention: Treasurer


 


A-11






















 


ASSIGNMENT FORM


 


To assign this Security, fill in the form
below:


 


I or we assign and transfer this Security to:


	
   

  
	
  (Print or
  type assignee’s name, address and zip code)

  
	
   

  
	
  (Insert
  assignee’s social security or tax I.D. No.)

  
	
   

  
	
  and
  irrevocably appoint
                        
  agent to transfer this Security on the books of the Company.  The agent may substitute another to act
  for him.

  
	
   

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
  (Signature must be guaranteed)

  
	
   

  
	
   

  
	
  Sign exactly
  as your name appears on the other side of this Security.

  
						



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


In connection
with any transfer or exchange of any of the Securities evidenced by this
certificate occurring prior to the date that is two years after the later of
the date of original issuance of such Securities and the last date, if any, on
which such Securities were owned by the Company, or any Affiliate of the
Company, the undersigned confirms that such Securities are being:


 


CHECK ONE BOX
BELOW:


 


1 ̈                             acquired
for the undersigned’s own account, without transfer; or


 


2 ̈                             transferred
to the Company; or


 


3 ̈                             transferred
pursuant to and in compliance with Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”); or


 


4 ̈                             transferred
pursuant to an effective registration statement under the Securities Act; or


 


5 ̈                             transferred
pursuant to and in compliance with Regulation S under the Securities Act; or


 


A-12






















 


6 ̈                             transferred
to an institutional “accredited investor” (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the
Trustee a signed letter containing certain representations and agreements (the
form of which letter appears as Section 2.7 of the Indenture); or


 


7 ̈                             transferred
pursuant to another available exemption from the registration requirements of
the Securities Act of 1933, as amended.


 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided,
however, that if box (5), (6) or (7) is checked, the Trustee or the
Company may require, prior to registering any such transfer of the Securities,
in its sole discretion, such legal opinions, certifications and other
information as the Trustee or the Company may reasonably request to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933, as amended, such as the exemption provided by Rule 144 under such Act.


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  	
   

  	
  Signature

  	
   

  



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


TO BE
COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933, as
amended, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  



 


A-13






















 


[TO BE
ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF
INCREASES AND DECREASES IN GLOBAL SECURITY


 


 


The following increases and decreases in this
Global Security have been made:


 


 


	
  Date of

  Decrease

  or

  Increase

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Principal
  Amount

  of this Global

  Security following

  such decrease or

  increase

  	
   

  	
  Signature
  of

  authorized

  signatory of

  Trustee or

  Securities

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-14






















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you elect to have this Security purchased
by the Company Pursuant to Section 3.5 or 3.10 of the Indenture, check either
box:


 




	
   ̈

  	
   

  	
   ̈

  
	
  3.5

  	
   

  	
  3.10

  






 


If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 3.5 or Section 3.10
of the Indenture, state the amount in principal amount (must be integral
multiple of $1,000):  $


 


	
  Date:

  	
   

  	
   Your
  Signature

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the other side of the Security)

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  
					



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


A-15






















 


EXHIBIT B


 


[FORM OF FACE
OF SERIES B NOTE]


 


[Depository
Legend, if applicable]


 


	
  No. [

  	
   

  	
  ]

  	
   

  	
  Principal Amount
  $[                      ],
  as

  
	
   

  	
   

  	
  revised by the Schedule of Increases and

  
	
   

  	
   

  	
  Decreases in Global Security attached hereto

  
	
   

  	
   

  	
  CUSIP NO.

  	
   

  
	
   

  	
   

  	
  ISIN:

  	
   

  
							



 


 


COMMUNITY
HEALTH SYSTEMS, INC.


 


6.50% Senior Subordinated
Note, Series B, due 2012


 


 


Community Health Systems, Inc., a Delaware
corporation, promises to pay to Cede & Co., or its registered assigns, the
principal sum of
[                              ]
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on December 16, 2012.


 


Interest
Payment Dates:  June 15 and December,
commencing on June 15, 2005


 


Record
Dates:  June 1 and December 1


 


Additional provisions of this Security are
set forth on the other side of this Security.


 


	
  COMMUNITY HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  , 20

  	
   

  	
   

  	
   

  
						



 


B-1






















 


	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  
	
  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  SUNTRUST
  BANK

  	
   

  
	
  as Trustee,
  certifies

  	
   

  
	
  that this is
  one of

  	
   

  
	
  the
  Securities referred

  	
   

  
	
  to in the
  Indenture.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


B-2






















 


[FORM OF
REVERSE SIDE OF SERIES B NOTE]


 


 


COMMUNITY
HEALTH SYSTEMS, INC.


 


 6.50% Senior Subordinated Note, Series B, due
2012


 


1.   Interest


 


Community Health Systems, Inc., a Delaware
corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above.


 


The Company will pay interest semi-annually
on June 15 and December 15, commencing on June 15, 2005.  Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if
no interest has been paid, from December 16, 2004.  The Company shall pay interest on overdue principal, and on
overdue premium, if any (plus interest on such interest to the extent lawful),
at the rate borne by the Securities to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


2.   Method of Payment


 


By no later than 10:00 a.m. (New York City
time) on the date on which any principal of, premium, if any, or interest on
any Security is due and payable, the Company shall irrevocably deposit with the
Trustee or the Paying Agent money sufficient to pay such principal, premium, if
any, and/or interest.  The Company will
pay interest (except Defaulted Interest) to the Persons who are registered
Holders of Securities at the close of business on the June 1 or December 1 next
preceding the interest payment date even if Securities are cancelled,
repurchased or redeemed after the record date and on or before the interest
payment date.  Holders must surrender
Securities to a Paying Agent to collect principal payments.  The Company will pay principal, premium, if
any, and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor depository.
The Company will make all payments in respect of a Definitive Security
(including principal, premium, if any, and interest) by mailing a check to the
registered address of each Holder thereof; provided,
however, that payments on the Securities may also be made, in the
case of a Holder of at least $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).


 


B-3






















 


3.   Paying Agent and Registrar


 


Initially, SunTrust Bank (the “Trustee”)
will act as Trustee, Paying Agent and Registrar.  The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice to any Securityholder.  Any of the domestically organized Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.


 


4.   Indenture


 


The Company issued the Securities under an
Indenture dated as of December 16, 2004 (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the “Indenture”),
among the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”).  Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all terms and
provisions of the Indenture, and Securityholders are referred to the Indenture
and the Act for a statement of those terms.


 


The Securities are general unsecured, senior
subordinated obligations of the Company. 
The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited.  This Security is one of the 6.50% Senior Subordinated Notes,
Series A, due 2012 referred to in the Indenture.  The Securities include (i) $300,000,000 aggregate principal
amount of the Company’s 6.50% Senior Subordinated Notes, Series A, due 2012
issued under the Indenture on December 16, 2004 (herein called “Initial
Securities”), (ii) if and when issued, additional 6.50% Senior Subordinated
Notes, Series A, due 2012 or 6.50% Senior Subordinated Notes, Series B, due
2012 of the Company that may be issued from time to time under the Indenture
subsequent to December 16, 2004 (herein called “Additional Securities”)
and (iii) if and when issued, the Company’s 6.50% Senior Subordinated Notes,
Series B, due 2012 that may be issued from time to time under the Indenture in
exchange for Initial Securities or Additional Securities in an offer registered
under the Securities Act as provided in the Registration Rights Agreement
(herein called “Exchange Securities”). 
The Initial Securities, Additional Securities and Exchange Securities
are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on
the incurrence of indebtedness, the making of restricted payments, the sale of
assets and subsidiary stock, the incurrence of certain liens, affiliate
transactions, the sale of capital stock of restricted subsidiaries, the making
of payments for consents, the entering into of agreements that restrict distributions
from restricted subsidiaries and the consummation of mergers and
consolidations.  The Indenture also
imposes requirements with respect to the provision of financial information and
the provision of guarantees of the Securities by certain subsidiaries.


 


To guarantee the due and punctual payment of
the principal, premium, if any, and interest (including post-filing or
post-petition interest) on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Securities and the Indenture, the Subsidiary Guarantors, if
any, have fully, unconditionally and irrevocably Guaranteed (and future guarantors,
together with the Subsidiary Guarantors, will


 


B-4






















 


fully, unconditionally and irrevocably
Guarantee), jointly and severally, to each Holder of the Securities and the
Trustee the Guarantor Obligations pursuant to Article XI of the
Indenture on a senior subordinated basis.


 


5.   Redemption


 


Except as set forth below, the Securities
will not be redeemable at the option of the Company prior to December 15,
2008.  On and after such date, the
Securities will be redeemable, at the Company’s option, in whole or in part, at
any time from time to time, upon not less than 30 nor more than 60 days’ prior
notice mailed by first class mail to each Holder’s registered address, at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on December 15 of the years set forth below:


 


	
  Period

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  103.250

  	
  %

  
	
  2009

  	
   

  	
  101.625

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition, at any time and from time to
time prior to December 15, 2007, the Company may redeem in the aggregate up to
35% of the original principal amount of the Securities (after giving effect to
any future issuance of Additional Securities) with the Net Cash Proceeds of one
or more Equity Offerings at a redemption price (expressed as a percentage of
principal amount) of 106.50% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided,
however, that at least 65% of the original principal amount of the
Securities (after giving effect to any future issuance of Additional
Securities) must remain outstanding after each such redemption; provided further, that each such
redemption occurs within 90 days of the date of closing of such Equity
Offering.


 


If the optional redemption date is on or
after an interest record date and on or before the related interest payment
date, the accrued and unpaid interest, if any, will be paid to the Person in
whose name the Security is registered at the close of business on such record
date, and no additional interest will be payable to Holders whose Securities
will be subject to redemption by the Company.


 


In the case of any partial redemption,
selection of the Securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Securities are listed or, if the Securities are not
listed, then on a pro rata basis, by lot or by such other method as the Trustee
in its sole discretion shall deem to be fair and appropriate, although no
Securities of $1,000 in original principal amount or less will be redeemed in
part.  Any such notice to the Trustee
may be cancelled at any time prior


 


B-5






















 


to notice of such redemption being mailed to
any Holder and shall thereby be void and of no effect.  If any Security is to be redeemed in part
only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Security.  On and after the redemption date, interest
will cease to accrue on Securities or portions thereof called for redemption as
long as the Company has deposited with the Paying Agent funds in satisfaction
of the applicable redemption price pursuant to the Indenture.


 


6.   Repurchase Provisions


 


If a Change of Control occurs, unless the
Company has exercised its right to redeem all of the Securities as described
under paragraph 5 of the Securities, then such Change of Control shall
constitute a triggering event which shall trigger the obligation of the Company
to offer to repurchase from each Holder all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder’s Securities at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.


 


7.   Subordination


 


The Securities are subordinated to Senior
Indebtedness, as defined in the Indenture. 
To the extent provided in the Indenture, Senior Indebtedness must be
paid before the Securities may be paid. 
The Company agrees, and each Securityholder by accepting a Security
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give them effect and appoints the Trustee as attorney-in-fact
for such purpose.


 


8.   Denominations; Transfer; Exchange


 


The Securities are in registered form without
coupons in denominations of principal amount of $1,000 and whole multiples of
$1,000.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum
sufficient to cover any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) for a period beginning 15 days before the mailing
of a notice of Securities to be redeemed and ending on the date of such
mailing.


 


9.   Persons Deemed Owners


 


The registered Holder of this Security may be
treated as the owner of it for all purposes.


 


B-6






















 


10.   Unclaimed Money


 


If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company for
payment as general creditors unless an abandoned property law designates
another person and not to the Trustee for payment.


 


11.   Defeasance


 


Subject to certain exceptions and conditions
set forth in the Indenture, the Company at any time may terminate some or all
of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal, premium, if any, and interest on the Securities to redemption or
maturity, as the case may be.


 


12.   Amendment, Supplement, Waiver


 


Subject to certain exceptions set forth in
the Indenture, (i) the Indenture and the Securities may be amended or
supplemented by the Company, the Subsidiary Guarantors and the Trustee with the
written consent of the Holders of at least a majority in principal amount of
the then outstanding Securities and (ii) any default (other than with respect
to nonpayment or in respect of a provision that cannot be amended without the written
consent of each Securityholder affected) or noncompliance with any provision
may be waived with the written consent of the Holders of a majority in
principal amount of the then outstanding Securities.  Subject to certain exceptions set forth in the Indenture, without
the consent of any Securityholder, the Company, the Subsidiary Guarantors and
the Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, to provide for uncertificated Securities
in addition to or in place of certificated Securities, to comply with Article
IV in respect of the assumption by a Successor Company of an obligation of
the Company or the assumption by a successor Person of the obligations of any
Subsidiary Guarantor under this Indenture, to add Guarantees with respect to
the Securities or release a Subsidiary Guarantor in accordance with the
Indenture, to secure the Securities, to make any change that would provide any
additional rights or benefits to the Holders of the Securities or surrender any
right or power conferred upon the Company and its Restricted Subsidiaries or
that does not adversely affect the rights under the Indenture of any such
Holder, to comply with any requirement of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA, to provide for the
issuance of the Exchange Securities, make any change to the subordination
provisions that limits or eliminates benefits available to any holder of Senior
Indebtedness or Guarantor Senior Indebtedness or to provide for the appointment
of a successor Trustee.


 


13.   Defaults and Remedies


 


Under the Indenture, Events of Default
include (each of which are more specifically described in the Indenture) (i)
default for 30 days in payment of interest when due on the Securities, whether
or not such payment is prohibited by the subordination provisions of the
Indenture; (ii) default in payment of principal of or premium, if any, on the
Securities at Stated


 


B-7






















 


Maturity, upon required repurchase or upon
optional redemption pursuant to paragraph 5 of the Securities, upon
acceleration or otherwise, whether or not such payment is prohibited by the
subordination provisions of the Indenture; (iii) the failure by the Company or
any Subsidiary Guarantor to comply with its obligations under Section 4.1
of the Indenture; (iv) failure by the Company to comply for 30 days after
notice with any of its obligations under the covenants described under Article
III of the Indenture (in each case, other than a failure to purchase
Securities when required under the Indenture, which failure shall constitute an
Event of Default under clause (ii) above); (v) the failure by the Company to
comply for 60 days after notice with its other agreements contained in the
Indenture or under the Securities; (vi) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced 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), other than Indebtedness owed to the
Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay principal of or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (“payment default”) or (b) results in the acceleration of
such Indebtedness prior to its maturity (the “cross acceleration provision”)
and, in each case, 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
$35.0 million or more; (vii) certain events of bankruptcy, insolvency or
reorganization of the Company or a Significant Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would
constitute a Significant Subsidiary (the “bankruptcy provisions”);
(viii) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $35.0 million (net of any amounts insured by insurance
companies with ratings in the two highest ratings categories given by A.M.
Best), which judgments are not paid, discharged or stayed for a period of 60
days (the “judgment default provision”); or (ix) any Subsidiary
Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that
taken together as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries would constitute a Significant
Subsidiary ceases to be in full force and effect (except as contemplated by the
terms of the Indenture) or is declared null and void in a judicial proceeding
or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary
Guarantors that taken together as of the latest audited consolidated financial
statements for the Company and its Restricted Subsidiaries would constitute a
Significant Subsidiary denies or disaffirms its obligations under the Indenture
or its Subsidiary Guarantee.  However, a
default under clauses (iv) and (v) will not constitute an Event of Default
until the Trustee or the Holders of 25% in principal amount of the outstanding
Securities notify the Company of the default and the Company does not cure such
default within the time specified in clauses (iv) and (v) hereof after receipt
of such notice.


 


If an Event of Default (other than an Event
of Default described in (vii) hereof) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of
the outstanding Securities by notice to the Company and the Trustee, may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any,


 


B-8






















 


and accrued and unpaid interest, if any, on
all the Securities to be due and payable. 
If an Event of Default described in (vii) hereof occurs and is
continuing, the principal of, premium, if any, and accrued and unpaid interest
on all the Securities will become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holders.


 


Securityholders may not enforce the Indenture
or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in principal amount of the Securities may
direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from
Securityholders notice of any continuing Default or Event of Default (except a
Default or Event of Default in payment of principal or interest) if it
determines that withholding notice is in their interest.


 


14.   Trustee Dealings with the Company


 


Subject to certain limitations set forth in
the Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


15.   No Recourse Against Others


 


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


 


16.   Authentication


 


This Security shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent acting on its
behalf) manually signs the certificate of authentication on the other side of
this Security.


 


17.   Abbreviations


 


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


 


B-9






















 


18.   CUSIP, Common Code and ISIN Numbers


 


The Company has caused CUSIP, Common Code or
ISIN numbers, if applicable, to be printed on the Securities and have directed
the Trustee to use CUSIP, Common Code or ISIN numbers, if applicable, in
notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


 


19.   Governing Law


 


This Security shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


The Company will furnish to any
Securityholder upon written request and without charge to the Securityholder a
copy of the Indenture.  Requests may be
made to:


 


Community Health Systems, Inc.

155 Franklin Road, Suite 400


Brentwood, Tennessee 37027


Attention: 
Treasurer


 


B-10






















 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to:


 


	
   

  
	
  (Print or
  type assignee’s name, address and zip code)

  
	
   

  
	
  (Insert
  assignee’s social security or tax I.D. No.)

  
	
   

  
	
  and irrevocably appoint
                          
  agent to transfer this Security on the books of the Company.  The agent may substitute another to act
  for him.

  
	
   

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
     Your Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
  (Signature must be guaranteed)

  
	
   

  
	
   

  
	
  Sign exactly
  as your name appears on the other side of this Security.

  
					



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


B-11






















 


[TO BE
ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF
INCREASES AND DECREASES IN GLOBAL SECURITY


 


The following increases and decreases in this
Global Security have been made:


 


	
  Date of

  Decrease

  or

  Increase

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Principal
  Amount

  of this Global

  Security following

  such decrease or

  increase

  	
   

  	
  Signature
  of

  authorized

  signatory of

  Trustee or

  Securities

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-12






















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you elect to have this Security purchased
by the Company Pursuant to Section 3.5 or 3.10 of the Indenture, check either
box:


 




	
   ̈

  	
   

  	
   ̈

  
	
  3.5

  	
   

  	
  3.10

  






 


If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 3.5 or Section 3.10
of the Indenture, state the amount in principal amount (must be integral
multiple of $1,000): $


 


	
  Date:

  	
   

  	
           Your
  Signature:

  	
   

  
	
  (Sign exactly as your name appears on the
  other side of the Security)

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
  (Signature
  must be guaranteed)

  
						



 


The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.


 


B-13






















 


EXHIBIT C


 


FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY
GUARANTORS


 


This Supplemental Indenture, dated as of
              
    , 20     (this “Supplemental
Indenture” or “Guarantee”), among [name of future Subsidiary Guarantor] (the “Guarantor”),
Community Health Systems, Inc. (together with its successors and assigns, the “Company”),
each other then-existing Subsidiary Guarantor under the Indenture referred to
below, and SunTrust Bank, as Trustee under the Indenture referred to below.


 


W I T N E S S
E T H:


 


WHEREAS, the Company, the Subsidiary Guarantors
and the Trustee have heretofore executed and delivered an Indenture, dated as
of December 16, 2004 (as amended, supplemented, waived or otherwise modified,
the “Indenture”), providing for the issuance of 6.50% Senior
Subordinated Notes due 2012 of the Company (the “Securities”);


 


WHEREAS, Section 3.12 of the Indenture
provides that under certain circumstances the Company is required to cause each
Restricted Subsidiary that Guarantees any Indebtedness of the Company or of any
other Restricted Subsidiary to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Restricted Subsidiary will
unconditionally Guarantee, on a joint and several basis with the other
Subsidiary Guarantors, the full and prompt payment of the principal of, premium,
if any, and interest on the Securities on a senior subordinated basis; and


 


WHEREAS, pursuant to Section 11.1 of
the Indenture, the Trustee, the Company and the Subsidiary Guarantors are
authorized to execute and deliver this Supplemental Indenture to amend or
supplement the Indenture, without the consent of any Securityholder;


 


NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guarantor, the Company, the other Subsidiary
Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Securities as follows:


 


ARTICLE I


 


Definitions


 


SECTION
1.1  Defined Terms.  As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “Holders” in this
Guarantee shall refer to the term “Holders” as defined in the Indenture
and the Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular section hereof.


 






















 


ARTICLE II


 


Agreement to be Bound; Guarantee


 


SECTION
2.1  Agreement to be Bound.  The Guarantor hereby becomes a party to the
Indenture as a Subsidiary Guarantor and as such will have all of the rights and
be subject to all of the obligations and agreements of a Subsidiary Guarantor
under the Indenture.  The Guarantor
agrees to be bound by all of the provisions of the Indenture applicable to a
Subsidiary Guarantor and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.


 


SECTION
2.2   Guarantee.  The Guarantor agrees, on a joint and several
basis with all the existing Subsidiary Guarantors, to fully, unconditionally
and irrevocably Guarantee to each Holder of the Securities and the Trustee the
Guarantor Obligations pursuant to Article XI and Article XII of
the Indenture on a senior subordinated basis.


 


ARTICLE III


 


Miscellaneous


 


SECTION
3.1   Notices.  All notices and other communications to the
Guarantor shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the
Indenture for notices to the Company.


 


SECTION
3.2   Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


 


SECTION
3.3   Governing Law.  This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


SECTION
3.4  Ratification of Indenture;
Supplemental Indentures Part of Indenture. 
Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. 
This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby. 
The Trustee makes no representation or warranty as to the validity or
sufficiency of this Supplemental Indenture.


 


SECTION
3.5   Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


 


SECTION
3.6   Headings.  The headings of the Articles and the
Sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.


 


C-2






















 


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


 


	
   

  	
  [SECURITIES
  GUARANTOR],

  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  [Address]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [EXISTING
  GUARANTORS]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: