exv4w2






Exhibit 4.2




 





HCA INC.,

as Issuer,




HCA HOLDINGS, INC.,

as Parent Guarantor,



LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee,



and



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent



8.00% SENIOR NOTES DUE 2018



SUPPLEMENTAL INDENTURE NO. 3



Dated as of October 3, 2011



To BASE INDENTURE



Dated as of August 1, 2011



 




 









 





CROSS-REFERENCE TABLE*




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






 





N.A. means not applicable.






			
	*	 	This Cross-Reference Table is not part of this Third Supplemental Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1	 	 	 	 
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	11	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	12	 
	Section 1.04 Rules of Construction.
	 	 	12	 
	Section 1.05 Acts of Holders
	 	 	13	 
	 
	ARTICLE 2	 	 	 	 
	 
	THE NOTES	 	 	 	 
	 
	Section 2.01 Form and Dating; Terms
	 	 	14	 
	Section 2.02 Execution and Authentication
	 	 	15	 
	Section 2.03 Registrar and Paying Agent
	 	 	16	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	16	 
	Section 2.05 Holder Lists
	 	 	16	 
	Section 2.06 Transfer and Exchange
	 	 	17	 
	Section 2.07 Replacement Notes
	 	 	20	 
	Section 2.08 Outstanding Notes
	 	 	20	 
	Section 2.09 Treasury Notes
	 	 	21	 
	Section 2.10 Temporary Notes
	 	 	21	 
	Section 2.11 Cancellation
	 	 	21	 
	Section 2.12 Defaulted Interest
	 	 	21	 
	Section 2.13 CUSIP and ISIN Numbers
	 	 	22	 
	 
	ARTICLE 3	 	 	 	 
	 
	REDEMPTION	 	 	 	 
	 
	Section 3.01 Notices to Trustee
	 	 	22	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	22	 
	Section 3.03 Notice of Redemption
	 	 	23	 
	Section 3.04 Effect of Notice of Redemption
	 	 	24	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	24	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	24	 
	Section 3.07 Optional Redemption
	 	 	25	 
	Section 3.08 Mandatory Redemption
	 	 	25	 
	 
	ARTICLE 4	 	 	 	 
	 
	COVENANTS	 	 	 	 
	 
	Section 4.01 Payment of Notes
	 	 	25	 






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	 	 	Page	 
	Section 4.02 Maintenance of Office or Agency
	 	 	26	 
	Section 4.03 Compliance Certificate
	 	 	26	 
	Section 4.04 Taxes
	 	 	26	 
	Section 4.05 Stay, Extension and Usury Laws
	 	 	27	 
	Section 4.06 Limitations on Mortgages
	 	 	27	 
	Section 4.07 Limitations on Sale and Lease-Back
	 	 	28	 
	Section 4.08 Exempted Transactions
	 	 	28	 
	Section 4.09 Corporate Existence
	 	 	28	 
	Section 4.10 Offer to Repurchase upon Change of Control
	 	 	28	 
	Section 4.11 Discharge and Suspension of Covenants
	 	 	30	 
	 
	ARTICLE 5	 	 	 	 
	 
	SUCCESSORS	 	 	 	 
	 
	Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
	 	 	31	 
	Section 5.02 Successor Corporation Substituted
	 	 	32	 
	 
	ARTICLE 6	 	 	 	 
	 
	DEFAULTS AND REMEDIES	 	 	 	 
	 
	Section 6.01 Events of Default
	 	 	32	 
	Section 6.02 Acceleration
	 	 	33	 
	Section 6.03 Other Remedies
	 	 	34	 
	Section 6.04 Waiver of Past Defaults
	 	 	34	 
	Section 6.05 Control by Majority
	 	 	34	 
	Section 6.06 Limitation on Suits
	 	 	34	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	35	 
	Section 6.08 Collection Suit by Trustee
	 	 	35	 
	Section 6.09 Restoration of Rights and Remedies
	 	 	35	 
	Section 6.10 Rights and Remedies Cumulative
	 	 	35	 
	Section 6.11 Delay or Omission Not Waiver
	 	 	35	 
	Section 6.12 Trustee May File Proofs of Claim
	 	 	36	 
	Section 6.13 Priorities
	 	 	36	 
	Section 6.14 Undertaking for Costs
	 	 	37	 
	 
	ARTICLE 7	 	 	 	 
	 
	TRUSTEE	 	 	 	 
	 
	Section 7.01 Duties of Trustee
	 	 	37	 
	Section 7.02 Rights of Trustee
	 	 	38	 
	Section 7.03 Individual Rights of Trustee
	 	 	39	 
	Section 7.04 Trustee’s Disclaimer
	 	 	39	 
	Section 7.05 Notice of Defaults
	 	 	39	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	39	 
	Section 7.07 Compensation and Indemnity
	 	 	40	 
	Section 7.08 Replacement of Trustee
	 	 	40	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	41	 
	Section 7.10 Eligibility; Disqualification
	 	 	42	 






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	 	 	Page	 
	Section 7.11 Preferential Collection of Claims Against Issuer
	 	 	42	 
	 
	ARTICLE 8	 	 	 	 
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	 	 	 
	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	42	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	42	 
	Section 8.03 Covenant Defeasance
	 	 	43	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	43	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	 	 	44	 
	Section 8.06 Repayment to Issuer
	 	 	45	 
	Section 8.07 Reinstatement
	 	 	45	 
	 
	ARTICLE 9	 	 	 	 
	 
	AMENDMENT, SUPPLEMENT AND WAIVER	 	 	 	 
	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	45	 
	Section 9.02 With Consent of Holders of Notes
	 	 	47	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	48	 
	Section 9.04 Revocation and Effect of Consents
	 	 	48	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	48	 
	Section 9.06 Trustee to Sign Amendments, etc
	 	 	49	 
	Section 9.07 Payment for Consent
	 	 	49	 
	 
	ARTICLE 10	 	 	 	 
	 
	GUARANTEE	 	 	 	 
	 
	Section 10.01 Guarantee
	 	 	49	 
	 
	ARTICLE 11	 	 	 	 
	 
	SATISFACTION AND DISCHARGE	 	 	 	 
	 
	Section 11.01 Satisfaction and Discharge
	 	 	51	 
	Section 11.02 Application of Trust Money
	 	 	52	 
	 
	ARTICLE 12	 	 	 	 
	 
	MISCELLANEOUS	 	 	 	 
	 
	Section 12.01 Trust Indenture Act Controls
	 	 	53	 
	Section 12.02 Notices
	 	 	53	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	54	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	54	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	55	 
	Section 12.06 Rules by Trustee and Agents
	 	 	55	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	55	 






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	 	 	Page	 
	Section 12.08 Governing Law
	 	 	55	 
	Section 12.09 Waiver of Jury Trial
	 	 	55	 
	Section 12.10 Force Majeure
	 	 	56	 
	Section 12.11 No Adverse Interpretation of Other Agreements
	 	 	56	 
	Section 12.12 Successors
	 	 	56	 
	Section 12.13 Severability
	 	 	56	 
	Section 12.14 Counterpart Originals
	 	 	56	 
	Section 12.15 Table of Contents, Headings, etc
	 	 	56	 
	Section 12.16 Qualification of Third Supplemental Indenture
	 	 	56	 
	Section 12.17 USA Patriot Act
	 	 	57	 





EXHIBITS



Exhibit A                Form of Note




-iv-









 





          SUPPLEMENTAL INDENTURE NO. 3 (the “Third Supplemental Indenture”), dated as of October
3, 2011, among HCA Inc., a Delaware corporation (the “Issuer”), HCA Holdings, Inc. (the
“Parent Guarantor”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank
Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.




W I T N E S S E T H




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




          WHEREAS, the Issuer has duly authorized the creation of an issue of $500,000,000 aggregate
principal amount of 8.00% Senior Notes due 2018 (the “Initial Notes”), which shall be
guaranteed by the Parent Guarantor (the “Guarantee”), which has been duly authenticated by
the Parent Guarantor; and in connection therewith, each of the Issuer and the Parent Guarantor has
duly authorized the execution and delivery of this Third Supplemental Indenture to set forth the
terms and provisions of the Notes as contemplated by the Base Indenture. This Third Supplemental
Indenture restates in their entirety the terms of the Base Indenture as supplemented by this Third
Supplemental Indenture and does not incorporate the terms of the Base Indenture. The changes,
modifications and supplements to the Base Indenture affected by this Third Supplemental Indenture
shall be applicable only with respect to, and shall only govern the terms of, the Notes, except as
otherwise provided herein, and shall not apply to any other securities that may be issued under the
Base Indenture unless a supplemental indenture with respect to such other securities specifically
incorporates such changes, modifications and supplements.




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




ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01 Definitions.




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




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




          “Affiliated Entity” means any Person which (i) does not transact any substantial
portion of its business or regularly maintain any substantial portion of its operating assets
within the continental limits of the United States of America, (ii) is principally engaged in the
business of financing (including, without limitation, the purchase, holding, sale or discounting of
or lending upon any notes, contracts, leases or other forms of obligations) the sale or lease of
merchandise, equipment or services (1) by the Issuer , (2) by a Subsidiary (whether such sales or
leases have been made before or after the date which






 









 







such Person became a Subsidiary), (3) by another Affiliated Entity or (4) by any Person prior
to the time which substantially all its assets have heretofore been or shall hereafter have been
acquired by the Issuer , (iii) is principally engaged in the business of owning, leasing, dealing
in or developing real property, (iv) is principally engaged in the holding of stock in, and/or the
financing of operations of, an Affiliated Entity, or (v) is principally engaged in the business of
(1) offering health benefit products or (2) insuring against professional and general liability
risks of the Issuer.




          “Agent” means any Registrar or Paying Agent.




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




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




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




          “Capital Stock” means:




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




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



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



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




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




          “Cash Equivalents” means:




         (1)
United States dollars;



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



         (3)
securities issued or directly and fully and unconditionally guaranteed or insured
by the U.S. government (or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of the U.S. government)
with maturities of 24 months or less from the date of acquisition;



         (4)
certificates of deposit, time deposits and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having
capital



-2-









 






    and surplus of not less than $500.0 million in the case of U.S. banks and $100.0
million (or the U.S. dollar equivalent as of the date of determination) in the case of
non-U.S. banks;



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



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



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



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



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



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



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



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




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




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



         (2)
the Issuer becomes aware (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act, or any successor provision), including any group acting for
the purpose of acquiring, holding or disposing of securities (within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single
transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act, or any successor provision) of 50% or more of the total voting power
of the Voting Stock of the Issuer or any of its direct or indirect parent



-3-









 






companies holding directly or indirectly 100% of the total voting power of the Voting
Stock of the Issuer.



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




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




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




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




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




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





     (2) to advance or supply funds:





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



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




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



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to
the Holders and the Issuer.





-4-











 





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



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



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



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



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



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



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



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



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



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



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



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



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



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



-5-









 





          “Government Securities” means securities that are:




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




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


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




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



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



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



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



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




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




     (a) in respect of borrowed money;




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




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



-6-









 






     (d) representing any Hedging Obligations;




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




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




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


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




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



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



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



          “Interest Payment Date” means April 1 and October 1 of each year to stated maturity.



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



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



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



          “Issue Date” means October 3, 2011.



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



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



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



          “Maturity Date” means October 1, 2018, the date the Notes will mature.



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



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



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



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



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



          “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an
Officer of the Issuer, on behalf of the Parent Guarantor by an Officer of the Parent Guarantor or
on behalf of a Subsidiary by any Officer of such Subsidiary, as applicable, that meets the
requirements set forth in this Third Supplemental Indenture.



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



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



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and thereafter “Parent Guarantor” shall mean that successor Person until released pursuant to
the provisions of this Third Supplemental Indenture.




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



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



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



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



          “Prospectus” means the prospectus, dated September 27, 2011, relating to the sale of
the Initial Notes.



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



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



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



          “Record Date” for the interest or payable on any applicable Interest Payment Date
means March 15 or September 15 (whether or not a Business Day) next preceding such Interest Payment
Date.



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



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



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



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



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



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



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



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



          “Subordinated Indebtedness” means, with respect to the Notes, (1) any Indebtedness of
the Issuer which is by its terms subordinated in right of payment to the Notes, and (2) any
Indebtedness of the Parent Guarantor which is by its terms subordinated in right of payment to the
Guarantee.



          “Subsidiary” means, with respect to any Person:




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



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of that Person or a combination thereof or is consolidated under GAAP with
such Person at such time; and




     (2) any partnership, joint venture, limited liability company or similar entity of
which more than 50% of the equity ownership, whether in the form of a membership, general,
special or limited partnership interests or otherwise is owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that Person or a
combination thereof or is consolidated under GAAP with such Person at such time;
provided, however, that for purposes of Sections 4.06, 4.07 and 4.08, any
Person that is an Affiliated Entity shall not be considered a Subsidiary.



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



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



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



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



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



Section 1.02 Other Definitions.




	 	 	 
	 	 	Defined in
	Term	 	Section
	“Authentication Order”
	 	2.02
	“Change of Control Offer”
	 	4.10
	“Change of Control Payment”
	 	4.10
	“Change of Control Payment Date”
	 	4.10
	“Covenant Defeasance”
	 	8.03
	“DTC”
	 	2.03
	“Event of Default”
	 	6.01






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	 	 	Defined in
	Term	 	Section
	“Legal Defeasance”
	 	8.02
	“Note Register”
	 	2.03
	“Parent Guaranteed Obligations”.
	 	10.01
	“Paying Agent”
	 	2.03
	“Redemption Date”
	 	3.07
	“Registrar”
	 	2.03
	“Reversion Date”
	 	4.11
	“Successor Entity”
	 	5.01
	“Suspended Covenant”
	 	4.11





Section 1.03 Incorporation by Reference of Trust Indenture Act.




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



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




     “indenture securities” mean the Notes;




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




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




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




     “obligor” on the Notes and the Guarantee means the Issuer and the Parent Guarantor,
respectively, and any successor obligor upon the Notes and the Guarantee, respectively.



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



Section 1.04 Rules of Construction.



          Unless the context otherwise requires:




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




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




     (c) “or” is not exclusive;




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



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




     (f) provisions apply to successive events and transactions;




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




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




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



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


Section 1.05 Acts of Holders.




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



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



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



          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every



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Note issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.




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



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



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



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



ARTICLE 2




THE NOTES



          In accordance with Section 301 of the Base Indenture, the Issuer hereby creates the Notes as a
series of its Securities issued pursuant to this Third Supplemental Indenture. In accordance with
Section 301 of the Base Indenture, the Notes shall be known and designated as the “8.00% Senior
Notes due 2018” of the Issuer.


Section 2.01 Form and Dating; Terms.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements



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required by law, stock exchange rules or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.




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



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



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



          The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer
as provided in Section 4.10 hereof. The Notes shall not be redeemable, other than as provided in
Article 3.



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


Section 2.02 Execution and Authentication.




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



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



          A Note shall not be entitled to any benefit under this Third Supplemental Indenture or be
valid or obligatory for any purpose until authenticated substantially in the form provided for in
Exhibit A



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attached hereto, by the manual signature of the Trustee. The signature shall be conclusive
evidence that the Note has been duly authenticated and delivered under this Third Supplemental
Indenture.




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



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


Section 2.03 Registrar and Paying Agent.




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



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



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


Section 2.04 Paying Agent to Hold Money in Trust.




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


Section 2.05 Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Trust



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



Section 2.06 Transfer and Exchange.




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




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




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




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


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




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



          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder
of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the
Trustee will authenticate and deliver to the Person designated in the instructions a Definitive
Note in the appropriate principal amount. Any



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Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will
be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the Registrar from or through
the Depositary and the Participant or Indirect Participant. The Trustee will deliver such
Definitive Notes to the Persons in whose names such Notes are registered.




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



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



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




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRD
SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE THIRD SUPPLEMENTAL INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE THIRD SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE THIRD SUPPLEMENTAL
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE



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TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.”



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



          (h) General Provisions Relating to Transfers and Exchanges.




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




          (ii) No service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Issuer may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 4.10 and 9.05 hereof).




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




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




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




          (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is




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registered as the absolute owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Issuer shall be affected by notice to the
contrary.




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




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




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


Section 2.07 Replacement Notes.




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



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


Section 2.08 Outstanding Notes.




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



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



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



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


Section 2.09 Treasury Notes.




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


Section 2.10 Temporary Notes.




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



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


Section 2.11 Cancellation.




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


Section 2.12 Defaulted Interest.




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



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




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


Section 2.13 CUSIP and ISIN Numbers.




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



ARTICLE 3




REDEMPTION


Section 3.01 Notices to Trustee.




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


Section 3.02 Selection of Notes to Be Redeemed or Purchased.




          If less than all of the Notes, are to be redeemed or purchased in an offer to purchase at any
time, the Registrar and Paying Agent shall select the Notes to be redeemed or purchased (a) if the
Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, (b) on a pro rata basis or
(c) by lot or by such other method in accordance with the procedures of DTC. In the event of
partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
Redemption Date by the Registrar and Paying Agent from the outstanding Notes not previously called
for redemption or purchase.



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


Section 3.03 Notice of Redemption.




          The Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least
30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed
at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except
that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is
issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c)
hereof, notices of redemption may not be conditional.



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




     (a) the Redemption Date;




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




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




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




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




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




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




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




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




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



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


Section 3.04 Effect of Notice of Redemption.




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


Section 3.05 Deposit of Redemption or Purchase Price.




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



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


Section 3.06 Notes Redeemed or Purchased in Part.




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



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Section 3.07 Optional Redemption.




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



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



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



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



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


Section 3.08 Mandatory Redemption.




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



ARTICLE 4




COVENANTS


Section 4.01 Payment of Notes.




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



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



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Section 4.02 Maintenance of Office or Agency.




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



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



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


Section 4.03 Compliance Certificate.




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



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


Section 4.04 Taxes.




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



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Section 4.05 Stay, Extension and Usury Laws.




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


Section 4.06 Limitations on Mortgages.




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



          (b) The provisions of Section 4.06(a) shall not apply to:




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




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




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




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




     (5) Mortgages existing on the date of this Third Supplemental Indenture;




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




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



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


Section 4.07 Limitations on Sale and Lease-Back.




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




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




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


Section 4.08 Exempted Transactions.




          Notwithstanding the provisions of Sections 4.06 and 4.07, if the aggregate outstanding
principal amount of all Indebtedness of the Issuer and its Subsidiaries that is subject to and not
otherwise permitted under these restrictions does not exceed 15% of the Consolidated Net Tangible
Assets of the Issuer and its Subsidiaries, then:



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



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


Section 4.09 Corporate Existence.




          Subject to Article 5 hereof the Issuer, and so long as any Notes in respect of which the
Guarantee is been outstanding, the Parent Guarantor, shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate existence, rights
(charter or statutory), licenses and franchises; provided that neither the Issuer nor the
Parent Guarantor shall be required to preserve any such right, license or franchise, if respective
board of directors shall in good faith determine that the preservation thereof is no longer
desirable in the conduct of the business.


Section 4.10 Offer to Repurchase upon Change of Control.




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



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to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with
the following information:





          (1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that
all Notes properly tendered pursuant to such Change of Control Offer will be accepted for
payment by the Issuer;




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




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




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




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




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




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




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



          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner
herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice
but it is defective, such Holder’s failure to receive such notice or such defect shall not affect
the validity of the proceedings for the purchase of the Notes as to all other Holders that properly
received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent such
laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section
4.10 by virtue thereof.



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




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




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




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



          (c) The Issuer shall not be required to make a Change of Control Offer following a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change
of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of
Control Offer may be made in advance of a Change of Control, conditional upon such Change of
Control, if a definitive agreement is in place for the Change of Control at the time of making of
the Change of Control Offer.



          (d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this
Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.


Section 4.11 Discharge and Suspension of Covenants.




          (a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies and (ii) no Default has occurred and is continuing under this Third
Supplemental Indenture, the Issuer and the Subsidiaries will not be subject to Section 4.10 hereof
(the “Suspended Covenant”).



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



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



          (d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of
any such occurrence under this Section 4.11.



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ARTICLE 5




SUCCESSORS


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




     (a) Neither the Issuer nor the Parent Guarantor, as applicable, shall consolidate or merge
with or into or transfer or lease all or substantially all of its assets to (whether or not the
Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person unless:




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




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




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




     (4) the Issuer or the Parent Guarantor, as applicable, shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture, if any, comply with this
Third Supplemental Indenture and, if a supplemental indenture is required in connection with
such transaction, such supplement shall comply with the applicable provisions of this Third
Supplemental Indenture.



          (b) The Successor Entity shall succeed to, and be substituted for the Issuer or the Parent
Guarantor, as applicable, as the case may be, under this Third Supplemental Indenture and the Notes
or the Guarantee, each as applicable. Notwithstanding clause (3) of Section 5.01(a) hereof,




     (1) any Subsidiary may consolidate with or merge into or transfer all or part of its
properties and assets to the Issuer, and




     (2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely
for the purpose of reincorporating the Issuer in a State of the United States or any state
thereof,



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the District of Columbia or any territory thereof so long as the amount of Indebtedness
of the Issuer and its Subsidiaries is not increased thereby.


Section 5.02 Successor Corporation Substituted.




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



ARTICLE 6




DEFAULTS AND REMEDIES


Section 6.01 Events of Default.




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




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




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




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




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




     (5) the Issuer or the Parent Guarantor pursuant to or within the meaning of any
Bankruptcy Law:




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



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




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




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




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




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




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




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




     (iii) orders the liquidation of the Issuer or the Parent Guarantor;




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




     (7) The Guarantee shall for any reason cease to be in full force and effect or be
declared null and void or any responsible officer of the Parent Guarantor denies that it has
any further liability under its Guarantee or gives notice to such effect, other than by
reason of the termination of this Third Supplemental Indenture or the release of any such
Guarantee in accordance with this Third Supplemental Indenture.


Section 6.02 Acceleration.




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



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



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



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	 	 	Section 6.03 Other Remedies.





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



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




	 	 	Section 6.04 Waiver of Past Defaults.





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




	 	 	Section 6.05 Control by Majority.





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




	 	 	Section 6.06 Limitation on Suits.





          Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this
Third Supplemental Indenture or the Notes unless:




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




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




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




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




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



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


Section 6.07 Rights of Holders of Notes to Receive Payment.




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


Section 6.08 Collection Suit by Trustee.




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


Section 6.09 Restoration of Rights and Remedies.




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


Section 6.10 Rights and Remedies Cumulative.




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


Section 6.11 Delay or Omission Not Waiver.




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



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



Section 6.12 Trustee May File Proofs of Claim.




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


Section 6.13 Priorities.




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




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




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




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



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



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Section 6.14 Undertaking for Costs.




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



ARTICLE 7




TRUSTEE


Section 7.01 Duties of Trustee.




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



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




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




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



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




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




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




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



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



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



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


Section 7.02 Rights of Trustee.




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



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



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



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



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



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



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



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



          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.


Section 7.03 Individual Rights of Trustee.




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


Section 7.04 Trustee’s Disclaimer.




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


Section 7.05 Notice of Defaults.




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


Section 7.06 Reports by Trustee to Holders of the Notes.




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



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


Section 7.07 Compensation and Indemnity.




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



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



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



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



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



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


Section 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section



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





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




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




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




     (d) the Trustee becomes incapable of acting.



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



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



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



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



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


Section 7.09 Successor Trustee by Merger, etc.




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



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Section 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a corporation or national banking
association organized and doing business under the laws of the United States of America or of any
state thereof that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that has a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition.



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


Section 7.11 Preferential Collection of Claims Against Issuer.




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



ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




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


Section 8.02 Legal Defeasance and Discharge.




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




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




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



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




     (d) this Section 8.02.



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


Section 8.03 Covenant Defeasance.




          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04,
4.06, 4.07, 4.08, 4.09 and 4.10 hereof and Section 5.01(a) hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied
(“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Third Supplemental Indenture and such Notes
shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(5), 6.01(a)(6) and 6.01(a)(7) hereof
shall not constitute Events of Default.


Section 8.04 Conditions to Legal or Covenant Defeasance.




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



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




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




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




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



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




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




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




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




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




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




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




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


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




          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Third



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Supplemental Indenture, to the payment, either directly or through any Paying Agent (including
the Issuer or the Parent Guarantor acting as Paying Agent) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of principal, premium
and interest, but such money need not be segregated from other funds except to the extent required
by law.




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



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


Section 8.06 Repayment to Issuer.




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


Section 8.07 Reinstatement.




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



ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01 Without Consent of Holders of Notes.




          Notwithstanding Section 9.02 hereof, the Issuer, the Parent Guarantor (with respect to the
Guarantee or this Third Supplemental Indenture) and the Trustee may amend or supplement this Third
Supplemental Indenture, Notes or the Guarantee without the consent of any Holder:



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




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




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




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




     (5) to secure the Notes; or




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




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




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




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




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




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




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



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


Section 9.02 With Consent of Holders of Notes.




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



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



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



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



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




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



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




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




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




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




     (6) except as expressly permitted by this Third Supplemental Indenture, modify the
Guarantee in any manner adverse to the Holders of the Notes.


Section 9.03 Compliance with Trust Indenture Act.




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


Section 9.04 Revocation and Effect of Consents.




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



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


Section 9.05 Notation on or Exchange of Notes.




          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the



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Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect
the amendment, supplement or waiver.




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


Section 9.06 Trustee to Sign Amendments, etc.




          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article
9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the
board of directors approves it. In executing any amendment, supplement or waiver, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Third Supplemental Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Issuer and the Parent
Guarantor, enforceable against them in accordance with its terms, subject to customary exceptions,
and complies with the provisions hereof (including Section 9.03).



          Section 9.07 Payment for Consent.



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



ARTICLE 10




GUARANTEE


Section 10.01 Guarantee.




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



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



          (c) The Parent Guarantor guarantees that the Parent Guaranteed Obligations will be paid
strictly in accordance with the terms of this Third Supplemental Indenture, regardless of any law,



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regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of Holders of the Notes with respect thereto. The liability of the Parent Guarantor
under the Guarantee shall be absolute and unconditional irrespective of:





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




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




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




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



          (d) The Parent Guarantor covenants and agrees that its obligation to make payments of the
Parent Guaranteed Obligations hereunder constitutes an unsecured obligation of the Parent Guarantor
ranking pari passu with all existing and future senior unsecured indebtedness of the Parent
Guarantor that is not subordinated in right of payment to the Guarantee.



          (e) The Parent Guarantor hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to the Guarantee and any requirement that the Trustee, or the Holders of
any Notes protect, secure, perfect or insure any security interest or lien or any property subject
thereto or exhaust any right or take any action against the Issuer or any other Person or any
collateral.



          (f) The Parent Guarantor hereby irrevocably waives any claims or other rights that it may now
or hereafter acquire against the Issuer that arise from the existence, payment, performance or
enforcement of the Parent Guarantor’s obligations under the Guarantee or this Third Supplemental
Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of the Trustee,
or the Holders of any Notes against the Issuer or any collateral, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Issuer, directly or indirectly, in cash or other property or
by set-off or in any other manner, payment or security on account of such claim, remedy or right.
If any amount shall be paid to the Parent Guarantor in violation of the preceding sentence at any
time prior to the cash payment in full of the Parent Guaranteed Obligations and all other amounts
payable under the Guarantee, such amount shall be held in trust for the benefit of the Trustee and
the Holders of any Notes and shall forthwith be paid to the Trustee, to be credited and applied to
the Parent Guaranteed Obligations and all other amounts payable under the Guarantee, whether
matured or unmatured, in accordance with the terms of this Third Supplemental Indenture and the
Guarantee, or be held as collateral for any Parent Guarantor Obligations or other amounts payable
under the Guarantee thereafter arising. The Parent Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by this Third
Supplemental Indenture and the Guarantee and that the waiver set forth in this Section 10.01 is
knowingly made in contemplation of such benefits.



          (g) No failure on the part of the Trustee or any Holder of the Notes to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial



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exercise of any right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.




          (h) The Guarantee is a continuing guarantee and shall (a) subject to paragraph 10.01(i),
remain in full force and effect until payment in full of the principal amount of all outstanding
Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other
acquisition) and all other applicable Parent Guaranteed Obligations of the Parent Guarantor then
due and owing, (b) be binding upon the Parent Guarantor, its successors and assigns, and (c) inure
to the benefit of and be enforceable by the Trustee, any Holder of Notes, and by their respective
successors, transferees, and assigns.



          (i) The Parent Guarantor will automatically and unconditionally be released from all Parent
Guarantee Obligations, and the Guarantee shall thereupon terminate and be discharged and of no
further force of effect, (i) upon any merger or consolidation of such Parent Guarantor with the
Issuer, (ii) upon exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations under this
Third Supplemental Indenture, in accordance with the terms of this Third Supplemental Indenture, or
(iii) upon payment in full of the aggregate principal amount of all Notes then outstanding and all
other applicable Parent Guaranteed Obligations of the Parent Guarantor then due and owing.



     Upon any such occurrence specified in this paragraph 10.01(i), the Trustee shall execute upon
request by the Issuer, any documents reasonably required in order to evidence such release,
discharge and termination in respect of the Guarantee. Neither the Issuer nor the Parent Guarantor
shall be required to make a notation on the Notes to reflect the Guarantee or any such release,
termination or discharge.



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



          (k) The Parent Guarantor may amend the Guarantee at any time for any purpose without the
consent of the Trustee or any Holder of the Notes; provided, however, that if such
amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Notes, the prior
written consent of the Trustee (in the case of (b), acting at the written direction of the Holders
of more than 50% in aggregate principal amount of Notes) shall be required.



ARTICLE 11




SATISFACTION AND DISCHARGE


Section 11.01 Satisfaction and Discharge.




          This Third Supplemental Indenture shall be discharged and shall cease to be of further effect
as to all Notes, when either:




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




     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or otherwise, shall
become due and payable within one year or may be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer or the Parent
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars,
Government Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the entire
indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or redemption;




     (B) no Default (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in
each case, the granting of Liens in connection therewith) with respect to this Third
Supplemental Indenture or the Notes shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Third Supplemental Indenture) to which the Issuer or the Parent
Guarantor is a party or by which the Issuer is bound (other than that resulting from
borrowing funds to be applied to make such deposit and any similar and simultaneous deposit
relating to other Indebtedness and in each case, the granting of Liens in connection
therewith);




     (C) the Issuer has paid or caused to be paid all sums payable by it under this Third
Supplemental Indenture; and




     (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or the Redemption Date, as the
case may be.



          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.



          Notwithstanding the satisfaction and discharge of this Third Supplemental Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section
11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.



Section 11.02 Application of Trust Money.




          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Third Supplemental Indenture, to the payment, either directly or
through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.



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          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s and the Parent Guarantor’s obligations under this Third Supplemental
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of,
premium or interest on any Notes because of the reinstatement of its obligations, the Issuer shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.



ARTICLE 12




MISCELLANEOUS



Section 12.01 Trust Indenture Act Controls.




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



Section 12.02 Notices.




          Any notice or communication by the Issuer, the Parent Guarantor or the Trustee to the others
is duly given if in writing and delivered in person or mailed by first-class mail (registered or
certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery,
to the others’ address:


If to the Issuer:



HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer




If to the Parent Guarantor:



HCA Holdings, Inc.

c/o HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer



If to the Trustee:



Law Debenture Trust Company of New York

400 Madison Avenue

New York, New York 10017

Fax No.: (212) 750-1361

Attention: Corporate Trust Administration







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If to the Registrar, Paying Agent or Transfer Agent:



Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Securities Services

100 Plaza One, Mailstop JCY03-0699

Jersey City, New Jersey 07311

Fax No.: (732) 578-4635

Attn: Corporates Team Deal Manager — HCA Inc.




          The Issuer, the Parent Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.



          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five calendar days after being
deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged,
if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery; provided that any notice or communication delivered
to the Trustee shall be deemed effective upon actual receipt thereof.



          Any notice or communication to a Holder shall be mailed by first-class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by
the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.



          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



          If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



Section 12.03 Communication by Holders of Notes with Other Holders of Notes.




          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with
respect to their rights under this Third Supplemental Indenture or the Notes. The Issuer, the
Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section
312(c).



Section 12.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Issuer or the Parent Guarantor to the Trustee to take
any action under this Third Supplemental Indenture, the Issuer or the Parent Guarantor, as the case
may be, shall furnish to the Trustee:



          (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in this Third
Supplemental Indenture relating to the proposed action have been satisfied; and



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          (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.



Section 12.05 Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Third Supplemental Indenture (other than a certificate provided pursuant to Section
4.03 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust
Indenture Act Section 314(e) and shall include:




     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with (and, in the case of an
Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of
fact); and




     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



Section 12.06 Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.




          No director, officer, employee, incorporator or stockholder of the Issuer or the Parent
Guarantor shall have any liability for any obligations of the Issuer or the Parent Guarantor under
the Notes, the Guarantee or this Third Supplemental Indenture or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each Holder by accepting the Notes waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.



Section 12.08 Governing Law.




          THIS THIRD SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



Section 12.09 Waiver of Jury Trial.




          EACH OF THE ISSUER, THE PARENT GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT



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OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, THE GUARANTEE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




Section 12.10 Force Majeure.




          In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or
liable for any failure or delay in the performance of its obligations under this Third Supplemental
Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable
control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software or hardware) services.



Section 12.11 No Adverse Interpretation of Other Agreements.




          This Third Supplemental Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan
or debt agreement may not be used to interpret this Third Supplemental Indenture.



Section 12.12 Successors.




     All agreements of the Issuer in this Third Supplemental Indenture and the Notes shall bind its
successors. All agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent in
this Third Supplemental Indenture shall bind their respective successors.



Section 12.13 Severability.




          In case any provision in this Third Supplemental Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.



Section 12.14 Counterpart Originals.




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



Section 12.15 Table of Contents, Headings, etc.




          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Third Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Third Supplemental Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.



Section 12.16 Qualification of Third Supplemental Indenture.




          The Issuer and the Parent Guarantor shall qualify this Third Supplemental Indenture under the
Trust Indenture Act in accordance with and to the extent required by the terms and conditions of
the Registration Rights Agreement and shall pay all reasonable costs and expenses (including
attorneys’ fees and expenses for the Issuer, the Parent Guarantor and the Trustee) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this
Third Supplemental Indenture and the Notes and printing this Third Supplemental Indenture and the
Notes. The Trustee shall be entitled to receive from the Issuer and the Parent Guarantor any such
Officer’s Certificates, Opinions of Counsel or



-56-









 




other documentation as it may reasonably request in connection with any such qualification of
this Third Supplemental Indenture under the Trust Indenture Act.




Section 12.17 USA Patriot Act.




          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the
Trustee and Agents, like all financial institutions and in order to help fight the funding of
terrorism and money laundering, are required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account. The
parties to this agreement agree that they will provide the Trustee and the Agents with such
information as they may request in order to satisfy the requirements of the USA Patriot Act.



[Signatures on following pages]









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	 	HCA INC.

 	 
	 	By:  	/s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President — Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	HCA HOLDINGS, INC., as Parent Guarantor

 	 
	 	By:  	/s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President — Finance and Treasurer 	 
	 



Signature Page to Indenture




 









 








	 	 	 	 	 
	 	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

 	 
	 	By:  	/s/ James D. Heaney
 	 
	 	 	Name:  	James D. Heaney 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Indenture





 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Registrar and Transfer Agent

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 
	 	 	 
	 	By:  	   /s/ Irina Golovashchuk
 	 
	 	 	Name:  	Irina Golovashchuk 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	   /s/ Chris Niesz
 	 
	 	 	Name:  	Chris Niesz 	 
	 	 	Title:  	Associate 	 
	 



Signature Page to Indenture





 











 





EXHIBIT A




[Face of Note]




[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Third Supplemental Indenture]



 









 





CUSIP [              ]

ISIN [            ]1




GLOBAL NOTE

8.00% Senior Notes Due 2018




			
	No. ___
	 	[$______________]






HCA INC.



promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule
of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United
States Dollars] on October 1, 2018.



Interest Payment Dates: April 1 and October 1



Record Dates: March 15 and September 15






 




			
	1	 	 
	 
	CUSIP Numbers: 404119BL2	 	 
	 
	ISIN Numbers:     US404119BL22	 	 




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          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.



Dated: October 3, 2011




	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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This is one of the Notes referred to in the within-mentioned Third Supplemental Indenture:




	 	 	 	 	 
	 	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Back of Note]




8.00% Senior Notes Due 2018



          Capitalized terms used herein shall have the meanings assigned to them in the Supplemental
Indenture referred to below unless otherwise indicated.




          1. INTEREST. HCA Inc., a Delaware corporation, promises to pay interest on the principal
amount of this Note at 8.00% per annum from October 3, 2011 until maturity. The Issuer will pay
interest semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from the date of issuance; provided that the first Interest
Payment Date shall be April 1, 2012. The Issuer will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on demand at the
interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.




          2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are
registered Holders of Notes at the close of business on the March 15 and September 15 (whether or
not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such
Notes are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Third Supplemental Indenture with respect to defaulted interest.
Payment of interest may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest, premium on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or
the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.




          3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to
the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.




          4. THIRD SUPPLEMENTAL INDENTURE. The Issuer issued the Notes under the Base Indenture dated
as of August 1, 2011 (the “Base Indenture”) among the HCA Inc., the Parent Guarantor, the
Trustee and the Paying Agent, Registrar and Transfer Agent, as supplemented by Supplemental
Indenture No. 3, dated as of October 3, 2011 (the “Third Supplemental Indenture”), among
HCA Inc., the Parent Guarantor, the Trustee and the Paying Agent, Registrar and Transfer Agent.
This Note is one of a duly authorized issue of notes of the Issuer designated as its 8.00% Senior
Notes due 2018. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of
the Third Supplemental Indenture. The terms of the Notes include those stated in the Third
Supplemental Indenture and those made part of the Third Supplemental Indenture by reference to the
Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject
to all such terms, and Holders are referred to the Third Supplemental Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Third Supplemental Indenture or the Base Indenture, the provisions of the Third
Supplemental Indenture shall govern and be controlling.







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          5. OPTIONAL REDEMPTION.




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




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




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




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




          (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Third Supplemental Indenture.




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




          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Third Supplemental Indenture, notice
of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before
the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a
Redemption Date if the notice is issued in connection with Article 8 of the Third Supplemental
Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the
Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.




          8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuer shall make an
offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase (the “Change of Control Payment”). The Change of Control
Offer shall be made in accordance with Section 4.10 of the Third Supplemental Indenture.




          9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Third Supplemental Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees
required by law or permitted by the Third Supplemental Indenture. The Issuer need not exchange or
register






A-6









 







the transfer of any Notes or portion of Notes selected for redemption, except for the
unredeemed portion of any Notes being redeemed in part. Also, the Issuer need not exchange or
register the transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed.




          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.




          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Third Supplemental Indenture, the Guarantee or the
Notes may be amended or supplemented as provided in the Third Supplemental Indenture.




          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section
6.01 of the Third Supplemental Indenture. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes
may declare the principal, premium, if any, interest and any other monetary obligations on all the
then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action or notice.
Holders may not enforce the Third Supplemental Indenture, the Notes or the Guarantee except as
provided in the Third Supplemental Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default (except a Default relating to the payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interest. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or and its consequences under the
Third Supplemental Indenture except a continuing Default in payment of the principal of, premium,
if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required
to deliver to the Trustee annually a statement regarding compliance with the Third Supplemental
Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer
proposes to take with respect thereto.




          13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Third
Supplemental Indenture or be valid or obligatory for any purpose until authenticated by the manual
signature of the Trustee.




          14. [RESERVED].




          15. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the
Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.







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          The Issuer will furnish to any Holder upon written request and without charge a copy of the
Third Supplemental Indenture. Requests may be made to the Issuer at the following address:



HCA Inc.

One Park Plaza

Nashville, Tennessee 37203

Fax No.: (615) 344-1531; Attention: General Counsel

Fax No.: (866) 741-5906; Attention: Treasurer







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ASSIGNMENT FORM




          To assign this Note, fill in the form below:




	 	 	 

	(I) or (we) assign and transfer this Note to:

	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name)





 





(Insert assignee’s soc. sec. or tax I.D. no.)


 




 




 




 





(Print or type assignee’s name, address and zip code)


and irrevocably appoint _________________________________________________ to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.



Date: _____________________




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	
 	 
	 	 	(Sign exactly as your name appears on the face of this Note) 	 
	 


Signature Guarantee*: ________________________






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




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OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 of the
Third Supplemental Indenture, check the appropriate box below:




[ ] Section 4.10




          If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.10 of the Third Supplemental Indenture, state the amount you elect to have purchased:




$_______________



Date: _____________________




	 	 	 	 	 
	 	 	 
	 	Your Signature:	
 	 
	 	 	(Sign exactly as your name appears on the face of this Note) 	 	 
	 	Tax Identification No.:  	  
	 


Signature Guarantee*: ________________________.






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*




          The initial outstanding principal amount of this Global Note is $_________. The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:




	 	 	 	 	 	 	 	 	 

	Date of 

exchange
	 	Amount of

decrease

in principal

amount of this

Global Note
	 	Amount of increase

in principal

amount of this

Global Note
	 	Principal amount

of

this Global Note

following such

decrease or

increase
	 	Signature of

authorized officer

of Trustee or

Registrar
	 
	 	 
	 	 
	 	 
	 	 







 




			
	*	 	This schedule should be included only if the Note is issued in global form.






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