EX-4.3



 







Exhibit 4.3



 





CHS/COMMUNITY HEALTH SYSTEMS, INC.



Issuer




87/8% Senior Notes Due 2015




 






INDENTURE




Dated as of July 25, 2007




 






U.S. BANK NATIONAL ASSOCIATION

Trustee




 












 



 




CROSS-REFERENCE TABLE




	 	 	 
	TIA	 	Indenture
	Section	 	Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(b)
	 	7.08; 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
	(c)
	 	11.02
	(d)
	 	7.06
	314(a)
	 	4.02; 11.02
	(b)
	 	N.A.
	(c)(1)
	 	11.04
	(c)(2)
	 	11.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	11.05
	(f)
	 	4.12
	315(a)
	 	7.01
	(b)
	 	7.05; 11.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a)(last sentence)
	 	11.06
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	11.01





N.A. means Not Applicable.






 




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











 



i


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	Article 1	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Definitions and Incorporation by Reference	 	 	 	 
	SECTION 1.01.

	 	Definitions
	 	 	1	 
	SECTION 1.02.

	 	Other Definitions
	 	 	30	 
	SECTION 1.03.

	 	Incorporation by Reference of Trust Indenture Act
	 	 	31	 
	SECTION 1.04.

	 	Rules of Construction
	 	 	31	 
	 
	 	 	 	 	 	 
	 

	 	Article 2	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	The Securities	 	 	 	 
	SECTION 2.01.

	 	Form and Dating
	 	 	32	 
	SECTION 2.02.

	 	Execution and Authentication
	 	 	33	 
	SECTION 2.03.

	 	Registrar and Paying Agent
	 	 	33	 
	SECTION 2.04.

	 	Paying Agent To Hold Money in Trust
	 	 	34	 
	SECTION 2.05.

	 	Securityholder Lists
	 	 	34	 
	SECTION 2.06.

	 	Transfer and Exchange
	 	 	34	 
	SECTION 2.07.

	 	Replacement Securities
	 	 	34	 
	SECTION 2.08.

	 	Outstanding Securities
	 	 	35	 
	SECTION 2.09.

	 	Temporary Securities
	 	 	35	 
	SECTION 2.10.

	 	Cancellation
	 	 	35	 
	SECTION 2.11.

	 	Defaulted Interest
	 	 	35	 
	SECTION 2.12.

	 	CUSIP Numbers, ISINs, etc
	 	 	35	 
	SECTION 2.13.

	 	Issuance of Additional Securities
	 	 	36	 
	 

	 	Article 3	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Redemption	 	 	 	 
	SECTION 3.01.

	 	Notices to Trustee
	 	 	36	 
	SECTION 3.02.

	 	Selection of Securities to Be Redeemed
	 	 	37	 
	SECTION 3.03.

	 	Notice of Redemption
	 	 	37	 
	SECTION 3.04.

	 	Effect of Notice of Redemption
	 	 	37	 
	SECTION 3.05.

	 	Deposit of Redemption Price
	 	 	38	 
	SECTION 3.06.

	 	Securities Redeemed in Part
	 	 	38	 
	 
	 	 	 	 	 	 
	 

	 	Article 4	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Covenants	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Payment of Securities
	 	 	38	 












 



ii


	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 4.02.

	 	SEC Reports
	 	 	38	 
	SECTION 4.03.

	 	Limitation on Indebtedness
	 	 	39	 
	SECTION 4.04.

	 	Limitation on Restricted Payments
	 	 	42	 
	SECTION 4.05.

	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries
	 	 	47	 
	SECTION 4.06.

	 	Limitation on Sales of Assets and Subsidiary Stock
	 	 	49	 
	SECTION 4.07.

	 	Limitation on Affiliate Transactions
	 	 	52	 
	SECTION 4.08.

	 	Limitation on Line of Business
	 	 	53	 
	SECTION 4.09.

	 	Change of Control
	 	 	53	 
	SECTION 4.10.

	 	Limitation on Liens
	 	 	55	 
	SECTION 4.11.

	 	Limitation on Sale/Leaseback Transactions
	 	 	55	 
	SECTION 4.12.

	 	Future Guarantors
	 	 	55	 
	SECTION 4.13.

	 	Compliance Certificate
	 	 	55	 
	SECTION 4.14.

	 	Further Instruments and Acts
	 	 	56	 
	 
	 	 	 	 	 	 
	 

	 	Article 5	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Successor Company	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	When Company May Merge or Transfer Assets
	 	 	56	 
	 
	 	 	 	 	 	 
	 

	 	Article 6	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Defaults and Remedies	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Events of Default
	 	 	58	 
	SECTION 6.02.

	 	Acceleration
	 	 	60	 
	SECTION 6.03.

	 	Other Remedies
	 	 	60	 
	SECTION 6.04.

	 	Waiver of Past Defaults
	 	 	61	 
	SECTION 6.05.

	 	Control by Majority
	 	 	61	 
	SECTION 6.06.

	 	Limitation on Suits
	 	 	61	 
	SECTION 6.07.

	 	Rights of Holders to Receive Payment
	 	 	62	 
	SECTION 6.08.

	 	Collection Suit by Trustee
	 	 	62	 
	SECTION 6.09.

	 	Trustee May File Proofs of Claim
	 	 	62	 
	SECTION 6.10.

	 	Priorities
	 	 	62	 
	SECTION 6.11.

	 	Undertaking for Costs
	 	 	63	 
	SECTION 6.12.

	 	Waiver of Stay or Extension Laws
	 	 	63	 
	 
	 	 	 	 	 	 
	 

	 	Article 7	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Duties of Trustee
	 	 	63	 
	SECTION 7.02.

	 	Rights of Trustee
	 	 	64	 
	SECTION 7.03.

	 	Individual Rights of Trustee
	 	 	65	 
	SECTION 7.04.

	 	Trustee’s Disclaimer
	 	 	65	 
	SECTION 7.05.

	 	Notice of Defaults
	 	 	65	 
	SECTION 7.06.

	 	Reports by Trustee to Holders
	 	 	65	 












 





iii


	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 7.07.

	 	Compensation and Indemnity
	 	 	65	 
	SECTION 7.08.

	 	Replacement of Trustee
	 	 	66	 
	SECTION 7.09.

	 	Successor Trustee by Merger
	 	 	67	 
	SECTION 7.10.

	 	Eligibility; Disqualification
	 	 	67	 
	SECTION 7.11.

	 	Preferential Collection of Claims Against Company
	 	 	67	 
	 
	 	 	 	 	 	 
	 

	 	Article 8	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Discharge of Indenture; Defeasance	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	Discharge of Liability on Securities; Defeasance
	 	 	68	 
	SECTION 8.02.

	 	Conditions to Defeasance
	 	 	69	 
	SECTION 8.03.

	 	Application of Trust Money
	 	 	70	 
	SECTION 8.04.

	 	Repayment to Company
	 	 	70	 
	SECTION 8.05.

	 	Indemnity for Government Obligations
	 	 	70	 
	SECTION 8.06.

	 	Reinstatement
	 	 	70	 
	 
	 	 	 	 	 	 
	 

	 	Article 9	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Amendments	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Without Consent of Holders
	 	 	71	 
	SECTION 9.02.

	 	With Consent of Holders
	 	 	72	 
	SECTION 9.03.

	 	Compliance with Trust Indenture Act
	 	 	73	 
	SECTION 9.04.

	 	Revocation and Effect of Consents and Waivers
	 	 	73	 
	SECTION 9.05.

	 	Notation on or Exchange of Securities
	 	 	73	 
	SECTION 9.06.

	 	Trustee to Sign Amendments
	 	 	73	 
	SECTION 9.07.

	 	Payment for Consent
	 	 	73	 
	 
	 	 	 	 	 	 
	 

	 	Article 10	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Guaranties	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	Guaranties
	 	 	74	 
	SECTION 10.02.

	 	Limitation on Liability
	 	 	75	 
	SECTION 10.03.

	 	Successors and Assigns
	 	 	76	 
	SECTION 10.04.

	 	No Waiver
	 	 	76	 
	SECTION 10.05.

	 	Modification
	 	 	76	 
	SECTION 10.06.

	 	Release of Guarantor
	 	 	76	 
	SECTION 10.07.

	 	Contribution
	 	 	77	 
	 
	 	 	 	 	 	 
	 

	 	Article 11	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Miscellaneous	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	Trust Indenture Act Controls
	 	 	77	 
	SECTION 11.02.

	 	Notices
	 	 	77	 
	SECTION 11.03.

	 	Communication by Holders with Other Holders
	 	 	78	 












 






iv


	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 11.04.

	 	Certificate and Opinion as to Conditions Precedent
	 	 	78	 
	SECTION 11.05.

	 	Statements Required in Certificate or Opinion
	 	 	78	 
	SECTION 11.06.

	 	When Securities Disregarded
	 	 	79	 
	SECTION 11.07.

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	79	 
	SECTION 11.08.

	 	Legal Holidays
	 	 	79	 
	SECTION 11.09.

	 	Governing Law
	 	 	79	 
	SECTION 11.10.

	 	No Recourse Against Others
	 	 	79	 
	SECTION 11.11.

	 	Successors	 	 	79	 
	SECTION 11.12.

	 	Multiple Originals
	 	 	79	 
	SECTION 11.13.

	 	Table of Contents; Headings
	 	 	80	 






Rule 144A/Regulation S/IAI Appendix




	 	 	 
	Exhibit 1 –

	 	Form of Initial Security
	 
	 	 
	Exhibit A –

	 	Form of Exchange Security or Private Exchange Security












 




1



     INDENTURE dated as of July 25, 2007 among CHS/COMMUNITY HEALTH
SYSTEMS, INC., a Delaware corporation (the “Company”), those Subsidiary
Guarantors that from time to time become parties to this Indenture and
U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).



          Each party agrees as follows for
the benefit of the other party and for the equal and ratable
benefit of the Holders (as defined below) of the Company’s Initial Securities, Exchange Securities
and Private Exchange Securities (in each case, as defined in the Rule 144A/ Regulation S/IAI
Appendix attached hereto, collectively, the “Securities”):




Article 1




          Definitions and Incorporation by Reference




          SECTION 1.01. Definitions.




          “Additional Assets” means (1) any property, plant or equipment or other assets or capital
expenditures used in a Related Business or that replace the assets that were the subject of the
Asset Disposition; (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or
(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted
Subsidiary; provided, however, that any such Restricted Subsidiary described in
clause (2) or (3) above is primarily engaged in a Related Business or replaces the assets that were
the subject of the Asset Disposition.




          “Additional Securities” means Securities issued under this Indenture after the Issue Date and
in compliance with Section 2.13 and 4.03, it being understood that any Securities issued in
exchange for or replacement of any Initial Security issued on the Issue Date shall not be an
Additional Security, including any such Securities issued pursuant to a Registration Rights
Agreement.




          “Affiliate” of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with such specified Person.
For the purposes of this definition, “control” when used with respect to any Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




          “Applicable Premium” means with respect to any Security at any applicable redemption date, the
excess of (A) the present value at such redemption date of (i) the redemption price of such
Security on July 15, 2011 (such redemption price being described in the fourth paragraph of section
5 of the Securities, exclusive of any










 



2



accrued interest) plus (ii) all required remaining scheduled interest payments due on such
Security through July 15, 2011 (but excluding accrued and unpaid interest to the redemption date),
computed using a discount rate equal to the Treasury Rate plus 0.50%, over (B) the then-outstanding
principal amount of such Security on such redemption date.




          “Asset Disposition” means any sale, lease, transfer or other voluntary disposition (or series
of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary,
including any disposition by means of a merger, consolidation or similar transaction (each referred
to for the purposes of this definition as a “disposition”), of





     (1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person other than
the Company or a Restricted Subsidiary);




     (2) all or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary; or




     (3) any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary


other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary,
(B) for purposes of Section 4.06 only, (i) a disposition that constitutes a Restricted Payment
permitted by Section 4.04 and (ii) a disposition of all or substantially all the assets of the
Company in accordance with Section 5.01, (C) a disposition of assets with a fair market value of
less than $75,000,000, (D) a disposition of cash or Temporary Cash Investments, (E) the creation of
a Lien (but not the sale or other disposition of the property subject to such Lien) (F) a Hospital
Swap, (G) long-term leases of Hospitals to another Person; provided that the aggregate book value
of the properties subject to such leases at any one time outstanding does not exceed 10% of the
Total Assets at the time any such lease is entered into, (H) a disposition of property no longer
used or useful in the conduct of the business of the Company and its Restricted Subsidiaries, (I) a
disposition of Capital Stock, or Indebtedness or other securities of, an Unrestricted Subsidiary,
(J) foreclosures on assets or transfers by reason of eminent domain, (K) a disposition of an
account receivable in connection with the collection or compromise thereof and (L) sales of
accounts receivables and related assets of the type specified in the definition of “Qualified
Receivables Transaction” to or by a Receivables Subsidiary for the fair market value thereof or the
creation of a Lien on any such accounts receivable or related assets in connection with a Qualified
Receivables Transaction.




          “Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate borne by the Securities,
compounded annually) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended); provided,










 



3



however, that if such Sale/Leaseback Transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby will be determined in accordance with
the definition of “Capital Lease Obligation”.




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




          “Board of Directors” means the Board of Directors of the Company or any committee thereof duly
authorized to act on behalf of such Board.




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




          “Capital Lease Obligation” means an obligation that is required to be classified and accounted
for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of such obligation
determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a
Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.




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




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





     (1) the Company becomes aware of (by way of a report or any other filing pursuant to
Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the
acquisition by any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) of “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause (1) such person shall be deemed to
have “beneficial ownership” of all shares that any such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 40% of the total voting power of the Voting Stock of the
Company or Parent;




     (2) individuals who on the Issue Date constituted the Board of Directors or the Parent
Board (together with any new directors whose election by such Board of Directors or the
Parent Board or whose nomination for election by the stockholders of the Company or Parent,
as the case may be, was approved by









 



4



a majority of the directors of the Company or Parent, as the case may be, then still
in office who were either directors on the Issue Date or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the
Board of Directors or the Parent Board, as the case may be, then in office; and




     (3) the merger or consolidation of Parent or the Company with or into another Person
or the merger of another Person with or into Parent or the Company, or the sale of all or
substantially all the assets of Parent or the Company (determined on a consolidated basis)
to another Person other than a transaction following which (i) in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the Voting Stock
of Parent or the Company immediately prior to such transaction (or other securities into
which such securities are converted as part of such merger or consolidation transaction)
own directly or indirectly at least a majority of the voting power of the Voting Stock of
the surviving Person in such merger or consolidation transaction immediately after such
transaction and (ii) in the case of a sale of assets transaction, each transferee becomes
an obligor in respect of the Securities.




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



          “Company” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained herein and required by
the TIA, each other obligor on the indenture securities.




          “Consolidated Coverage Ratio” as of any date of determination means the ratio of





     (1) the aggregate amount of EBITDA for the period of the most recent four consecutive
fiscal quarters for which internal financial statements are available to




     (2) Consolidated Interest Expense for such four fiscal quarters;



provided, however, that





     (A) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since
the beginning of such period that remains outstanding or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or
both, EBITDA and Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such Indebtedness (but excluding any
Indebtedness Incurred on or after such date of determination pursuant to Section 4.03(b))
as if such Indebtedness had been Incurred on the first day of such period,









 



5



     (B) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if any
Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case
other than Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on the date of the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA
and Consolidated Interest Expense for such period shall be calculated on a pro
forma basis as if such discharge had occurred on the first day of such period and
as if the Company or such Restricted Subsidiary had not earned the interest income actually
earned during such period in respect of cash or Temporary Cash Investments used to repay,
repurchase, defease or otherwise discharge such Indebtedness,




     (C) if since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount
equal to EBITDA (if positive) directly attributable to the assets which are the subject of
such Asset Disposition for such period, or increased by an amount equal to EBITDA (if
negative), directly attributable thereto for such period and Consolidated Interest Expense
for such period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted Subsidiary
repaid, repurchased, defeased or otherwise discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Asset Disposition for such
period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale),




     (D) if since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any
Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction requiring a calculation to
be made hereunder, which constitutes all or substantially all of an operating unit of a
business, EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition had occurred on the first day of such
period and




     (E) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made any Asset Disposition, any Investment
or acquisition of assets that would have required an adjustment pursuant to clause (C) or
(D) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and
Consolidated Interest Expense for such period shall be calculated after giving pro









 



6



forma effect thereto as if such Asset Disposition, Investment or acquisition
had occurred on the first day of such period.


For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith,
the pro forma calculations shall be determined in good faith by a responsible
financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness
shall be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any
Indebtedness is incurred under a revolving credit facility and is being given pro
forma effect, the interest on such Indebtedness shall be calculated based on the average
daily balance of such Indebtedness for the four fiscal quarters subject to the pro
forma calculation to the extent that such Indebtedness was Incurred solely for working
capital purposes.




          “Consolidated Current Liabilities” as of the date of determination means the aggregate amount
of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be
classified as current liabilities (including taxes accrued as estimated), on a consolidated basis,
after eliminating (1) all intercompany items between the Company and any Restricted Subsidiary and
(2) all current maturities of long-term Indebtedness, all as determined in accordance with GAAP
consistently applied.




          “Consolidated Interest Expense” means, for any period, the total interest expense of the
Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such
total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries,
without duplication (but excluding, in each case amortization of deferred financing fees, any loss
on early extinguishment of Indebtedness and any fees related to a Qualified Receivables
Transaction),





     (1) interest expense attributable to Capital Lease Obligations;




     (2) amortization of debt discount;




     (3) capitalized interest;




     (4) non-cash interest expense (other than imputed interest as a result of purchase
accounting);




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




     (6) net payments pursuant to Hedging Obligations;









 



7



     (7) dividends paid in respect of all Disqualified Stock of the Company and all
Preferred Stock of any Restricted Subsidiary, in each case, held by Persons other than the
Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock
(other than Disqualified Stock) of the Company);




     (8) interest incurred in connection with Investments in discontinued operations;




     (9) interest accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary; and




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



          “Consolidated Net Income” means, for any period, the net income of the Company and its
consolidated Subsidiaries; provided, however, that there shall not be included in
such Consolidated Net Income:





     (1) any net income of any Person (other than the Company) if such Person is not a
Restricted Subsidiary, except that




     (A) subject to the exclusion contained in clause (4) below, the Company’s
equity in the net income of any such Person for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend
or other distribution paid to a Restricted Subsidiary, to the limitations contained
in clause (3) below); and




     (B) the Company’s equity in a net loss of any such Person for such period
shall be included in determining such Consolidated Net Income to the extent
actually funded with cash;




     (2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in
a pooling of interests transaction (or any transaction accounted for in a manner similar to
a pooling of interests) for any period prior to the date of such acquisition;




     (3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the Company,
except that




     (A) subject to the exclusion contained in clause (4) below, the Company’s
equity in the net income of any such Restricted Subsidiary for









 



8



such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Restricted Subsidiary during
such period to the Company or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to
another Restricted Subsidiary, to the limitation contained in this clause); and




     (B) the Company’s equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income to the
extent actually funded in cash;




     (4) any gain (or loss) realized upon the sale or other disposition of any assets of
the Company, its consolidated Subsidiaries or any other Person (including pursuant to any
sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary
course of business and any gain (or loss) realized upon the sale or other disposition of
any Capital Stock of any Person;




     (5) extraordinary, unusual or nonrecurring gains, losses, costs, charges or expenses
(including severance, relocation, transition and other restructuring costs and litigation
settlements or losses);




     (6) the cumulative effect of a change in accounting principles;




     (7) non-cash compensation charges, including any such charges arising from stock
options, restricted stock grants or other equity-incentive programs;




     (8) any net after-tax gains or losses and all fees and expenses or charges relating
thereto attributable to the early extinguishment of Indebtedness;




     (9) the effect of any non-cash items resulting from any amortization, write-up,
write-down or write-off of assets including intangible assets, goodwill and deferred
financing costs in connection with the Transactions or any future acquisition, disposition,
merger, consolidation or similar transaction or any other non-cash impairment charges
incurred subsequent to the Issue Date resulting from the application at SFAS Nos. 141, 142
or 144 (excluding any such non-cash item to the extent that it represents an accrual of or
reserve for cash expenditures in any future period except to the extent such item is
subsequently reversed);




     (10) any net gain or loss resulting from Hedging Obligations (including pursuant to
the application of SFAS No. 133); and




     (11) any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations,


in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04
only, there shall be excluded from Consolidated Net Income any repurchases, repayments or
redemptions of Investments, proceeds realized on the sale of








 



9


Investments or return of capital to the Company or a Restricted Subsidiary to the extent such
repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted
Payments permitted under such Section pursuant to Section 4.04(a)(3)(D).




          “Consolidated Tangible Assets” as of any date of determination, means the total amount of
assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other
applicable reserves and other properly deductible items) which would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, and after giving effect to purchase accounting and
after deducting therefrom, to the extent otherwise included, the amounts of:





     (1) minority interests in consolidated Subsidiaries held by Persons other than the
Company or a Restricted Subsidiary;




     (2) excess of cost over fair value of assets of businesses acquired, as determined in
good faith by the Board of Directors;




     (3) any revaluation or other write-up in book value of assets subsequent to the Issue
Date as a result of a change in the method of valuation in accordance with GAAP
consistently applied;




     (4) unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;




     (5) treasury stock;




     (6) cash set apart and held in a sinking or other analogous fund established for the
purpose of redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities; and




     (7) Investments in and assets of Unrestricted Subsidiaries.



          “Contingent Obligations” means, with respect to any Person, any obligation of such Person
guaranteeing any leases 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 any obligation of such Person, whether or not contingent, (i) to purchase any
such primary obligation or any property constituting direct or indirect security therefor, (ii) 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 (iii) 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.










 



10




          “Credit Agreement” means the Credit Agreement to be entered into by and among Parent, the
Company, certain of its Subsidiaries identified therein as guarantors, the lenders from time to
time thereto, Credit Suisse, as Administrative Agent and collateral agent, together with the
related documents thereto (including the term loans and revolving loans thereunder, any letters of
credit and reimbursement obligations related thereto, any guarantees and security documents), as
amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or
otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any one or more other agreements (and
related documents) governing Indebtedness, including indentures, incurred to Refinance, substitute,
supplement, replace or add to (including increasing the amount available for borrowing or adding or
removing any Person as a borrower, issuer or guarantor thereunder), in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under such Credit
Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.




          “Credit Facilities” means one or more debt facilities (including the Credit Agreement and
indentures or debt securities) or commercial paper facilities, in each case with banks or other
institutional lenders or investors providing for revolving credit loans, term debt, receivables
financing (including through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables), debt securities or letters of credit,
in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or
in part from time to time, including any refunding, replacement or refinancing thereof through the
issuance of debt securities.




          “Currency Agreement” means any foreign exchange contract, currency swap agreement or other
similar agreement with respect to currency values.




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





          “Designated
Noncash Consideration” means the fair market value of noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with an Asset
Disposition that is designated as Designated Noncash Consideration pursuant to an Officers’
Certificate setting forth the basis of such valuation, less the amount of cash or cash equivalents
received in connection with a subsequent sale, redemption or payment of, on or with respect to such
Designated Noncash Consideration.




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





     (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock
of such Person which is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;









 



11



     (2) is convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or




     (3) is mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part,


in each case on or prior to the date which is 91 days after the Stated Maturity of the Securities;
provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require such Person to
purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control”
shall not constitute Disqualified Stock if (A) the “asset sale” or “change of control” provisions
applicable to such Capital Stock are not more favorable in terms of price to the holders of such
Capital Stock than the terms applicable to the Securities in Sections 4.06 and 4.09 of this
Indenture and (B) any such requirement only becomes operative after compliance with such terms
applicable to the Securities, including the purchase of any Securities tendered pursuant thereto.




          The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to this Indenture; provided,
however, that if such Disqualified Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption, repayment or repurchase price will
be the book value of such Disqualified Stock as reflected in the most recent financial statements
of such Person.




          “Domestic Restricted Subsidiary” means any Restricted Subsidiary other than a Foreign
Subsidiary.




          “EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the
extent deducted in calculating such Consolidated Net Income:





     (1) all income tax expense of the Company and its consolidated Restricted
Subsidiaries;




     (2) Consolidated Interest Expense;




     (3) depreciation and amortization expense of the Company and its consolidated
Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that
was paid in cash in a prior period);




     (4) all other non-cash charges of the Company and its consolidated Restricted
Subsidiaries (excluding any such non-cash charge to the extent that it represents an
accrual of or reserve for cash expenditures in any future period) less all non-cash items
of income of the Company and its consolidated Restricted Subsidiaries (other than accruals
of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary
course of business); and









 



12



     (5) fees related to a Qualified Receivables Transaction,


in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in
the same proportion, including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.




          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.




          “Exchange Securities” means the debt securities of the Company issued pursuant to this
Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Securities,
in compliance with the terms of the Registration Rights Agreement.




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




          “GAAP” means generally accepted accounting principles in the United States of America as in
effect as of the Issue Date, including those set forth in





     (1) the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants;




     (2) statements and pronouncements of the Financial Accounting Standards Board; and




     (3) such other statements by such other entity as approved by a significant segment of
the accounting profession.



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





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









 



13



     (2) entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part);


provided, however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has
a corresponding meaning.




          “Guarantor” means Parent and each Subsidiary Guarantor, as applicable.




          “Guaranty” means the Parent Guaranty and each Subsidiary Guaranty, as applicable.




          “Guaranty Agreement” means a supplemental indenture, in a form reasonably satisfactory to the
Trustee, pursuant to which a Subsidiary Guarantor or a successor to Parent guarantees the Company’s
obligations with respect to the Securities on the terms provided for in this Indenture.




          “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement or Currency Agreement or agreement intended to hedge against fluctuations
in commodity prices.




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




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




          “Hospital Swap” means an exchange of assets and, to the extent necessary to equalize the value
of the assets being exchanged, cash by the Company or a Restricted Subsidiary for one or more
Hospitals and/or one or more Related Businesses, or for 100% of the Capital Stock of any Person
owning or operating one or more Hospitals and/or one or more Related Businesses; provided
that cash does not exceed 30% of the sum of the amount of the cash and the fair market value of the
Capital Stock or assets received or given by the Company or a Restricted Subsidiary in such
transaction. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may
consummate two Hospital Swaps in any 12-month period without regard to the requirements of the
proviso in the previous sentence.




          “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise)
shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The
term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of
determining compliance with Sections 4.03 and 4.10:










 



14





     (1) amortization of debt discount or the accretion of principal with respect to a
non-interest bearing or other discount security;




     (2) the payment of regularly scheduled interest in the form of additional Indebtedness
of the same instrument or the payment of regularly scheduled dividends on Capital Stock in
the form of additional Capital Stock of the same class and with the same terms; and




     (3) the obligation to pay a premium in respect of Indebtedness arising in connection
with the issuance of a notice of redemption or the making of a mandatory offer to purchase
such Indebtedness,


will not be deemed to be the Incurrence of Indebtedness or Liens.




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





     (1) the principal in respect of (A) indebtedness of such Person for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable;




     (2) all Capital Lease Obligations of such Person and all Attributable Debt in respect
of Sale/Leaseback Transactions entered into by such Person;




     (3) all obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations of such
Person under any title retention agreement (but excluding any accounts payable or other
liability to trade creditors arising in the ordinary course of business);




     (4) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, bankers’ acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in
clauses (1) through (3) above) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day following
payment on the letter of credit);




     (5) the amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock of such Person or, with respect to
any Preferred Stock of any Subsidiary of such Person, the principal amount of such
Preferred Stock to be determined in accordance with this Indenture (but excluding, in each
case, any accrued dividends);




     (6) all obligations of the type referred to in clauses (1) through (5) of other
Persons and all dividends of other Persons for the payment of which, in









 



15



either case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;




     (7) all obligations of the type referred to in clauses (1) through (6) of other
Persons secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being deemed to be the
lesser of the fair market value of such property or assets and the amount of the obligation
so secured; and




     (8) to the extent not otherwise included in this definition, Hedging Obligations of
such Person.


Notwithstanding the foregoing, (A) in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined by a final closing
balance sheet or such payment depends on the performance of such business after the closing;
provided, however, that, at the time of closing, the amount of any such payment is
not determinable and, to the extent such payment thereafter becomes fixed and determined, the
amount is paid within 30 days thereafter and (B) the term “Indebtedness” will exclude Contingent
Obligations Incurred in the ordinary course of business and not in respect of Indebtedness.




          The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above; provided, however, that
in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be
the accreted value thereof at such time.




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




          “Independent Qualified Party” means an investment banking firm, accounting firm or appraisal
firm of national standing; provided, however, that such firm is not an Affiliate of
the Company.




          “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement
or other financial agreement or arrangement with respect to exposure to interest rates.




          “Investment” in any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender) or other extensions of credit (including by way of Guarantee or
similar arrangement) or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such
Person, in each case by any other Person. If the Company or any Restricted Subsidiary issues,
sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such
that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment
by







 



16




the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto
will be deemed to be a new Investment at such time. The acquisition by the Company or any
Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be
an Investment by the Company or such Restricted Subsidiary in such third Person at such time.
Except as otherwise provided for herein, the amount of an Investment shall be its fair market value
at the time the Investment is made and without giving effect to subsequent changes in value.




          For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted
Payment” and Section 4.04, “Investment” shall include





     (1) the portion (proportionate to the Company’s equity interest in such Subsidiary) of
the fair market value of the net assets of any Subsidiary of the Company at the time that
such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such
Subsidiary at the time of such redesignation less (B) the portion (proportionate to the
Company’s equity interest in such Subsidiary) of the fair market value of the net assets of
such Subsidiary at the time of such redesignation; and




     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair market value at the time of such transfer, in each case as determined in good
faith by the Board of Directors.



          “Issue Date” means July 25, 2007.




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




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




          “Merger Agreement” means the agreement and plan of merger dated March 19, 2007, among Parent,
Triad Hospitals, Inc., a Delaware corporation, and FWCT-1 Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Parent.




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










 



17





     (1) all legal, title and recording tax expenses, commissions and other fees and
expenses Incurred, and all Federal, state, provincial, foreign and local taxes required to
be accrued as a liability under GAAP, as a consequence of such Asset Disposition;




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




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




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




     (5) any portion of the purchase price from an Asset Disposition placed in escrow,
whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities
in respect of such Asset Disposition or otherwise in connection with that Asset
Disposition; provided, however, that upon the termination of that escrow,
Net Available Cash will be increased by any portion of funds in the escrow that are
released to the Company or any Restricted Subsidiary.



          “Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness,
means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and
other fees actually Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.




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





     (1) as to which neither the Company nor any Subsidiary Guarantor:




     (A) provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness);




     (B) is directly or indirectly liable as guarantor or otherwise; or




     (C) constitutes the lender; and




     (2) no default with respect to which would permit upon notice, lapse of time or both
any holder of any other Indebtedness of the Company or any









 



18



Subsidiary Guarantor to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity.



          “Obligations” means, with respect to any Indebtedness, all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to
the documentation governing such Indebtedness.




          “Offering Circular” means the final offering circular dated as of June 27, 2007 for the
original issuance of the Securities.




          “Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or
the Secretary of the Company.




          “Officers’ Certificate” means a certificate signed by two Officers.




          “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 Company or the Trustee.




          “Parent” means Community Health Systems, Inc., a Delaware corporation, and its successors or
any other direct or indirect parent of the Company.




          “Parent Board” means the Board of Directors of Parent or any committee thereof duly authorized
to act on behalf of such Board.




          “Parent Guaranty” means the Guarantee by Parent of the Company’s obligations with respect to
the Securities.




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





     (1) the Company, a Restricted Subsidiary or a Person that will, upon the making of
such Investment, become a Restricted Subsidiary;




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




     (3) cash and Temporary Cash Investments;




     (4) receivables owing to the Company or any Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in accordance with
customary trade terms; provided, however, that such trade terms may include
such concessionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances;









 



19



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




     (6) loans or advances to employees made in the ordinary course of business consistent
with past practices of the Company or such Restricted Subsidiary, but in any event not to
exceed $25 million in the aggregate outstanding at any one time;




     (7) stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments;




     (8) any Person to the extent such Investment represents the non-cash portion of the
consideration received for (i) an Asset Disposition as permitted pursuant to Section 4.06
or (ii) a disposition of assets not constituting an Asset Disposition;




     (9) any Person where such Investment was acquired by the Company or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable
held by the Company or any such Restricted Subsidiary in connection with or as a result of
a bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any
of its Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;




     (10) any Person to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation, performance
and other similar deposits made in the ordinary course of business by the Company or any
Restricted Subsidiary;




     (11) any Person to the extent such Investments consist of Hedging Obligations
otherwise permitted under Section 4.03;




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




     (13)
(a) any Investment in any captive insurance subsidiary in existence on the Issue
Date or (b) in the event the Company or a Restricted Subsidiary shall establish a Subsidiary
for the purpose of insuring the healthcare business or facilities owned or operated by the
Company, any Subsidiary or any physician employed by or on the medical staff of any such
business or facility (the









 



20



“Insurance Subsidiary”), Investments in an amount that do not exceed 125% of the
minimum amount of capital required under the laws of the jurisdiction in which the
Insurance Subsidiary is formed (other than any excess capital that would result in any
unfavorable tax or reimbursement impact if distributed), and any Investment by such
Insurance Subsidiary that is a legal investment for an insurance company under the laws of
the jurisdiction in which the Insurance Subsidiary is formed and made in the ordinary
course of business and rated in one of the four highest rating categories;




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




     (15) Investments made in connection with Hospital Swaps;




     (16) any Investment by the Company or a Restricted Subsidiary in a Receivables
Subsidiary, or any Investment by a Receivables Subsidiary in another Person, in each case
in connection with a Qualified Receivables Transaction;




     (17) Investments the payment for which consists of a Capital Stock of the Company or
Parent (other than Disqualified Stock);




     (18) the Incurrence of Guarantees of Indebtedness not prohibited by Section 4.03 and
performance guarantees;




     (19) Investments consisting of earnest money deposits required in connection with a
purchase agreement or other acquisition; and




     (20) Persons to the extent such Investments, when taken together with all other
Investments made pursuant to this clause (20) and outstanding on the date such Investment
is made, do not exceed 5% of the Total Assets (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes
in value); provided, however, that if such Investment is in Capital Stock
of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall
thereafter be deemed permitted under clause (1) above and shall not be included as having
been made pursuant to this clause (20).



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





     (1) pledges or deposits by such Person under workers’ compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with bids,
tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or
deposits of cash or United States government bonds to secure surety or appeal bonds to
which such Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case Incurred in the ordinary course of business;









 



21



     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings
or other Liens arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for review and
Liens arising solely by virtue of any statutory or common law provision relating to
banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or
other funds maintained with a creditor depository institution; provided,
however, that (A) such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by the Company in excess of those set
forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account
is not intended by the Company or any Restricted Subsidiary to provide collateral to the
depository institution;




     (3) Liens for property taxes not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings;




     (4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to
the request of and for the account of such Person in the ordinary course of its business;
provided, however, that such letters of credit do not constitute
Indebtedness;




     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as to the use
of real property or Liens incidental to the conduct of the business of such Person or to
the ownership of its properties which were not Incurred in connection with Indebtedness and
which do not in the aggregate materially adversely affect the value of said properties or
materially impair their use in the operation of the business of such Person;




     (6) Liens securing Indebtedness Incurred to finance the construction, purchase or
lease of, or repairs, improvements or additions to, property, plant or equipment of such
Person; provided, however, that the Lien may not extend to any other
property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is
Incurred (other than assets and property affixed or appurtenant thereto), and the
Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more
than 180 days after the later of the acquisition, completion of construction, repair,
improvement, addition or commencement of full operation of the property subject to the
Lien;




     (7) Liens to secure Indebtedness permitted under Sections 4.03(b)(1) and 4.03(b)(16);




     (8) Liens existing on the Issue Date;









 



22



     (9) Liens on property or shares of Capital Stock of another Person at the time such
other Person becomes a Subsidiary of such Person; provided, however, that
the Liens may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);




     (10) Liens on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with or into such
Person or a Subsidiary of such Person; provided, however, that the Liens
may not extend to any other property owned by such Person or any of its Restricted
Subsidiaries (other than assets and property affixed or appurtenant thereto);




     (11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person
owing to such Person or a Wholly Owned Subsidiary of such Person;




     (12) Liens securing Hedging Obligations so long as such Hedging Obligations are
permitted to be Incurred under this Indenture;




     (13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in
part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8),
(9), (10) or (15); provided, however, that (A) such new Lien shall be
limited to all or part of the same property and assets that secured or, under the written
agreements pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to such property or proceeds or distributions thereof) and (B)
the Indebtedness secured by such Lien at such time is not increased to any amount greater
than the sum of (i) the outstanding principal amount or, if greater, committed amount of
the Indebtedness described under clause (6), (8), (9), (10) or (15) at the time the
original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or
replacement;




     (14) Liens on accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified
Receivables Transaction; and




     (15) Liens Incurred to secure Obligations in respect of any Indebtedness permitted to
be incurred pursuant to Section 4.03; provided, however, that at the time
of Incurrence and after giving pro forma effect thereto, the ratio of (i)
the aggregate amount of Secured Indebtedness as of such date of determination to (ii)
EBITDA (determined on a pro forma basis consistent with the calculation of
Consolidated Coverage Ratio) for the most recent four consecutive fiscal quarters for which
internal financial statements are available would be less than 4.0 to 1.0.


Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (9)
or (10) above to the extent such Lien applies to any Additional Assets acquired








 



23


directly or indirectly from Net Available Cash pursuant to Section 4.06. For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.




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




          “Physician Support Obligation” means:





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




     (A) in the ordinary course of its business; and




     (B) pursuant to a written agreement having a period not to exceed five years;
or




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



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




          “principal” of a Security means the principal of the Security plus the premium, if any,
payable on the Security which is due or overdue or is to become due at the relevant time.




          “Public Equity Offering” means an underwritten primary public offering of common stock of
Parent or the Company for cash pursuant to an effective registration statement under the Securities
Act.




          “Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations)
Incurred to finance the acquisition by the Company or a Restricted Subsidiary of equipment or
property that is used or useful in a Related Business (whether through the direct purchase of such
asset or the purchase of Capital Stock of any Person owning such asset), including additions and
improvements; provided, however, that any Lien arising in connection with any such
Indebtedness shall be limited to the specific asset being financed or, in the case of real property
or fixtures, including additions and improvements, the real property on which such asset is
attached; provided further,










 




24



however, that such Indebtedness is Incurred within 180 days after such acquisition of
such assets.



          “Qualified Receivables Transaction” means any transaction or series of transactions that may
be entered into by the Company or any Restricted subsidiary pursuant to which the Company or any
Restricted Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to (1) a
Receivables Subsidiary (in the case of a transfer by the Company or any Restricted Subsidiary) and
(2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security
interest in, any accounts receivable (whether now existing or arising in the future) of the Company
or any of its Restricted Subsidiaries, and any assets related thereto, including all collateral
securing such accounts receivable, all contracts and all guarantees or other obligations in respect
of such accounts receivable, proceeds of such accounts receivable and other assets that are
customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable.



          “Rating Agency” means Standard & Poor’s, a division of the McGraw Hill Companies, Inc. and
Moody’s Investors Service, Inc. or if Standard & Poor’s, a division of the McGraw Hill Companies,
Inc. or Moody’s Investors Service, Inc. or both shall not make a rating on the Securities publicly
available, a nationally recognized statistical rating agency or agencies, as the case may be,
selected by the Company (as certified by a resolution of the Board of Directors) which shall be
substituted for Standard & Poor’s, a division of the McGraw Hill Companies, Inc. or Moody’s
Investors Service, Inc. or both, as the case may be.



          
“Receivables Subsidiary” means a Wholly Owned Subsidiary of the Company that engages in
no activities other than in connection with the financing of accounts receivable and that is
designated by the Board of Directors (as provided below) as a Receivables Subsidiary (a) no portion
of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is Guaranteed
by the Company or any of its Restricted Subsidiaries, other than contingent liabilities pursuant to
Standard Securitization Undertakings, (ii) is recourse to or obligates the Company or any of its
Restricted Subsidiaries, other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset of the Company or any of its Restricted Subsidiaries, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings, (b) with which neither the Company nor any of its Restricted
Subsidiaries has any contract, agreement, arrangement or understanding other than on terms no less
favorable to the Company or such restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable of such entity and (c) to which
neither the Company nor any of its Restricted Subsidiaries has any obligation to maintain or
preserve such Receivables Subsidiary’s financial condition or cause such Receivables Subsidiary to
achieve certain levels of operating results. Any such designation by the Board of Directors will
be evidenced to the Trustee by filing with the Trustee a certified copy of the















 





25



resolution of the Board of Directors giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the foregoing conditions.




          “Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay,
prepay, redeem, purchase, defease or retire, or to issue other Indebtedness in exchange or
replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative
meanings.




          “Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company
or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this
Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided,
however, that:





     (1) such Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of
(A) the Stated Maturity of the Indebtedness being Refinanced and (B) the 91st day after the
Stated Maturity of any Securities then outstanding;




     (2) such Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the greater of (A) the Average
Life of the Indebtedness being Refinanced and (B) the Average Life of any Securities then
outstanding;




     (3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred
with original issue discount, an aggregate issue price) that is equal to or less than the
aggregate principal amount (or if Incurred with original issue discount, the aggregate
accreted value) then outstanding (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; and




     (4) if the Indebtedness being Refinanced is subordinated in right of payment to the
Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in
right of payment to the Securities at least to the same extent as the Indebtedness being
Refinanced;


provided further, however, that Refinancing Indebtedness shall not include
(A) Indebtedness of a Subsidiary (other than a Subsidiary Guarantor) that Refinances Indebtedness
of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.




          “Registration Rights Agreement” means the Registration Rights Agreement dated the Issue Date,
among the Company, the Guarantors and the Initial Purchasers.




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










 



26




          “Restricted Payment” with respect to any Person means





     (1) the declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any merger or
consolidation involving such Person) or similar payment to the direct or indirect holders
of its Capital Stock in their capacity as such (other than (A) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or
distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata
dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary
to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary
that is an entity other than a corporation));




     (2) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of any Capital Stock of the Company held by any Person (other than by
a Restricted Subsidiary), including in connection with any merger or consolidation and
including the exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock);




     (3) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor
(other than (A) from the Company or a Restricted Subsidiary or (B) the purchase,
repurchase, redemption, defeasance or other acquisition or retirement of Subordinated
Obligations purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such
purchase, repurchase, redemption, defeasance or other acquisition or retirement); or




     (4) the making of any Investment (other than a Permitted Investment) in any Person.



          “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted
Subsidiary.




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




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




          “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien.




          “Securities Act” means the U.S. Securities Act of 1933, as amended.










 



27




          “Senior Indebtedness” means with respect to any Person:





     (1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter
Incurred; and




     (2) all other Obligations of such Person (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such Person whether
or not post-filing interest is allowed in such proceeding) in respect of Indebtedness
described in clause (1) above,


unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such Indebtedness or other
Obligations are subordinate in right of payment to the Securities or the Subsidiary Guaranty of
such Person, as the case may be; provided, however, that Senior Indebtedness shall
not include:





     (A) any obligation of such Person to the Company or any Subsidiary of the
Company;




     (B) any liability for Federal, state, local or other taxes owed or owing by
such Person;




     (C) any accounts payable or other liability to trade creditors arising in the
ordinary course of business;




     (D) any Indebtedness or other Obligation of such Person which is subordinate
or junior in any respect to any other Indebtedness or other Obligation of such
Person; or




     (E) that portion of any Indebtedness which at the time of Incurrence is
Incurred in violation of this Indenture.



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



          “Standard Securitization Undertakings” means all representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary which are customary in
securitization transactions involving accounts receivable in connection with any servicing
obligation assumed by the Company or any Restricted Subsidiary in respect of such accounts
receivable.



          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the final payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).









 



28


          “Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person
(whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in
right of payment to the Securities or a Subsidiary Guaranty of such Person, as the case may be,
pursuant to a written agreement to that effect.



          “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of Voting Stock is
at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and
one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.



          “Subsidiary Guarantor” means each Subsidiary of the Company that executes this Indenture as a
guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the
Securities pursuant to the terms of this Indenture.



          “Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations
with respect to the Securities.



          “Temporary Cash Investments” means any of the following:




     (1) any investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency thereof;




     (2) investments in demand and time deposit accounts, certificates of deposit and money
market deposits maturing within one year of the date of acquisition thereof issued by a
bank or trust company which is organized under the laws of the United States of America,
any State thereof or any foreign country recognized by the United States of America, and
which bank or trust company has capital, surplus and undivided profits aggregating in
excess of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt
which is rated “A” (or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the Securities
Act) or any money-market fund sponsored by a registered broker dealer or mutual fund
distributor;




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




     (4) investments in commercial paper, maturing not more than one year after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America or any foreign country
recognized by the United States of America with a rating at the time as of which any
investment therein is made of “P-1” (or higher) according to Moody’s Investors Service,
Inc. or “A-1” (or higher) according to Standard and Poor’s Ratings Group;









 



29



     (5) investments in securities with maturities of one year or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority thereof, and
rated at least “A” by Standard & Poor’s Ratings Group or “A” by Moody’s Investors Service,
Inc.; and




     (6) investments in money market funds that invest substantially all their assets in
securities of the types described in clauses (1) through (5) above.



          “Total Assets” means, as of any date of determination, after giving pro forma
effect to any acquisition of assets on such date, the sum of the amounts that would appear on the
consolidated balance sheet of the Company and its Restricted Subsidiaries as the total assets of
the Company and its Restricted Subsidiaries.




          “Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such
redemption date of 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 date fixed for redemption (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the then remaining average life to July 15, 2011, provided,
however, that if the period from such redemption date to July 15, 2011 is less than one
year, the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.




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




          “Trustee” means U.S. Bank National Association until a successor replaces it and, thereafter,
means the successor.




          “Trust Officer” means the Chairman of the Board, the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.




          “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to
time.




          “Unrestricted Subsidiary” means:





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




     (2) any Subsidiary of an Unrestricted Subsidiary.


The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or
newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or holds








 



30


any Lien on any property of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided, however, that either
(A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary
has assets greater than $1,000, such designation would be permitted under Section 4.04. The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that immediately after giving effect to such designation no
Default shall have occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of
the Board of Directors giving effect to such designation and an Officers’ Certificate certifying
that such designation complied with the foregoing provisions.




          “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than
U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall
Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date
two Business Days prior to such determination.




          Except as described in Section 4.03, whenever it is necessary to determine whether the Company
has complied with any covenant in this Indenture or a Default has occurred and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in such currency.




          “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable at the issuer’s option.




          “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.




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




          SECTION 1.02. Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Acceptable Commitment”
	 	 	4.06	 
	“Affiliate Transaction”
	 	 	4.07	(a)
	“Bankruptcy Law”
	 	 	6.01	(9)












 



31


	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Change of Control Offer”
	 	 	4.09	(b)
	“Company”
	 	Preamble
	“covenant defeasance option”
	 	 	8.01	(b)
	“Custodian”
	 	 	6.01	(9)
	“Event of Default”
	 	 	6.01	 
	“Guaranteed Obligations”
	 	 	10.01	 
	“Initial Lien”
	 	 	4.10	 
	“legal defeasance option”
	 	 	8.01	(b)
	“Offer”
	 	 	4.06	(b)
	“Offer Amount”
	 	 	4.06	(c)(2)
	“Offer Period”
	 	 	4.06	(c)(2)
	“Paying Agent”
	 	 	2.03	 
	“Purchase Date”
	 	 	4.06	(c)(1)
	“Registrar”
	 	 	2.03	 
	“Securities”
	 	Preamble
	“Successor Company”
	 	 	5.01	(a)(1)
	“Trustee”
	 	Preamble






          SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is
subject to the mandatory provisions of the TIA which are incorporated by reference in and made a
part of this Indenture. The following TIA terms have the following meanings:




          “Commission” means the SEC;




          “indenture securities” means the Securities and the Guaranties;




          “indenture security holder” means a Securityholder;




          “indenture to be qualified” means this Indenture;




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




          “obligor” on the indenture securities means the Company, each Guarantor and any other obligor
on the indenture securities.




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




          SECTION 1.04. Rules of Construction. Unless the context otherwise requires:





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




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









 



32



     (3) “or” is not exclusive;




     (4) “including” means including without limitation;




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




     (6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;




     (7) secured Indebtedness shall not be deemed to be subordinate or junior to any other
secured Indebtedness merely because it has a junior priority with respect to the same
collateral;




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




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




     (10) all references to the date the Securities were originally issued shall refer to
the Issue Date.



Article 2




The Securities




          SECTION 2.01. Form and Dating. Provisions relating to the Initial Securities, the
Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation
S/IAI Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made
part of, this Indenture. The Initial Securities and the Trustee’s certificate of authentication
shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in,
and expressly made a part of, this Indenture. The Exchange Securities, the Private Exchange
Securities and the Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the
date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A
are part of the terms of this Indenture.










 



33




          SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities
for the Company by manual or facsimile signature which may be in counterparts.




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




          A Security shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.




          On the Issue Date, the Trustee shall authenticate and deliver $3,021,331,000 of 8 7/8% Senior
Notes Due 2015 and, at any time and from time to time thereafter, the Trustee shall authenticate
and deliver Securities for original issue in an aggregate principal amount specified in such order,
in each case upon a written order of the Company signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original issue of Securities
is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section
2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03.




          The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate the Securities. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture
to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.




          SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or
agency where Securities may be presented for registration of transfer or for exchange (the
“Registrar”) and an office or agency where Securities may be presented for payment (the “Paying
Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional paying agents. The term
“Paying Agent” includes any additional paying agent.




          The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent
or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The
agreement shall implement the provisions of this Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned
Subsidiary incorporated or organized within The United States of America may act as Paying Agent,
Registrar, co-registrar or transfer agent.










 



34




          The Company initially appoints the Trustee as Registrar and Paying Agent in connection with
the Securities.




          SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date of the
principal and interest on any Security, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal and interest when so becoming due. The Company 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 Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities and shall notify the Trustee of any default
by the Company in making any such payment. If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this
Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.




          SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders and shall comply with the other provisions of TIA § 312(a). If the Trustee is not
the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.




          SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for registration of transfer.
When a Security is presented to the Registrar or a co-registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the requirements of this
Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar or a co-registrar with a request to exchange them for an equal principal
amount of Securities of other denominations, the Registrar shall make the exchange as requested if
the same requirements are met.




          SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security
if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and
the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and
the Trustee may charge the Holder for their expenses in replacing a Security.




          Every replacement Security is an additional Obligation of the Company.










 



35




          SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the Security.




          If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a
protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).




          If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date, money sufficient to pay all principal and interest payable on
that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the
case may be, then on and after that date, such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.




          SECTION 2.09. Temporary Securities. Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.




          SECTION 2.10. Cancellation. The Company at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and
no one else shall cancel and destroy (subject to the record retention requirements of the Exchange
Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation and
deliver a certificate of such destruction to the Company unless the Company directs the Trustee to
deliver canceled Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancellation.




          SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest
on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to
the persons who are Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail to each Securityholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.




          SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may
use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and,
if so, the Trustee shall use “CUSIP” numbers, ISINs









 



36



and “Common Code” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall advise the Trustee in writing of any change in any
“CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.



          SECTION 2.13. Issuance of Additional Securities. After the Issue Date, the Company
shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities
under this Indenture, which Securities shall have identical terms as the Initial Securities issued
on the Issue Date, other than with respect to the date of issuance and issue price. All the
Securities issued under this Indenture shall be treated as a single class for all purposes of this
Indenture including waivers, amendments, redemptions and offers to purchase.



          With respect to any Additional Securities, the Company shall set forth in a resolution of the
Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the
Trustee, the following information:




     (1) the aggregate principal amount of such Additional Securities to be authenticated
and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company
is relying on to issue such Additional Securities;




     (2) the issue price, the issue date and the CUSIP number of such Additional
Securities; provided, however, that no Additional Securities may be issued
at a price that would cause such Additional Securities to have “original issue discount”
within the meaning of Section 1273 of the Code; and




     (3) whether such Additional Securities shall be Initial Securities or shall be issued
in the form of Exchange Securities as set forth in Exhibit A.



Article 3




Redemption




          SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption
date, the principal amount of Securities to be redeemed and the paragraph of the Securities
pursuant to which the redemption will occur.



          The Company shall give each notice to the Trustee provided for in this Section at least 60
days before the redemption date unless the Trustee consents to a shorter period. Such notice shall
be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.









 



37


          SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the
Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata to
the extent practicable. The Trustee shall make the selection from outstanding Securities not
previously called for redemption. The Trustee may select for redemption portions of the principal
of Securities that have denominations larger than $2,000. Securities and portions of them the
Trustee selects shall be in principal amounts of $2,000 or any greater integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.



          SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days
before a date for redemption of Securities, the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address.



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




     (1) the redemption date;




     (2) the redemption price;




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




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




     (5) if fewer than all the outstanding Securities are to be redeemed, the
identification and principal amounts of the particular Securities to be redeemed;




     (6) that, unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and after the
redemption date;




     (7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the
Securities being redeemed; and




     (8) that no representation is made as to the correctness or accuracy of the “CUSIP”
number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the
Securities.



          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at the Company’s expense. In such event, the Company shall provide the Trustee with the
information required by this Section.



          SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date and at the
redemption price stated in the notice. Upon surrender to the









 



38



Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the related interest payment date), and such Securities
shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder
shall not affect the validity of the notice to any other Holder.



          SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company
shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest
on all Securities to be redeemed on that date other than Securities or portions of Securities
called for redemption which have been delivered by the Company to the Trustee for cancellation.



          SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at
the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the
Security surrendered. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price for, and accrued interest on, all Securities to be redeemed.



Article 4




Covenants




          SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of
and interest on the Securities on the dates and in the manner provided in the Securities and in
this Indenture. Principal and interest shall be considered paid on the date due if on such date
the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due.



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



          SECTION 4.02. SEC Reports. Notwithstanding that the Company may not be subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with
the SEC (to the extent the SEC will accept such filings) and provide the Trustee and
Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so
filed and provided at the times specified for the filings of such reports under such Sections and
containing all the information, audit reports and exhibits required for such reports. If, at any
time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any
reason, the Company shall nevertheless continue filing the reports specified in the preceding
sentence with the SEC within the time periods required unless the SEC will not accept such filing.
The Company agrees that it shall not take any action for the purpose









 



39



of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC
will not accept such filings for any reason, the Company shall post the reports specified in the
preceding sentence on its website within the time periods that would apply if the Company were
required to file those reports with the SEC.



          At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” of the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.



          In addition, the Company shall furnish to the Holders of the Securities and to prospective
investors, upon the requests of such Holders, any information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable
under the Securities Act. The Company also shall comply with the other provisions of TIA § 314(a).



          In addition, at any time that Parent holds no material assets other than cash, Temporary Cash
Investments and the Capital Stock of the Company or any other direct or indirect intermediate
holding company parent of the Company (and performs the related incidental activities associated
with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated
by the SEC (or any successor provision), the reports, information and other documents required to
be filed and furnished to Holders of the Securities pursuant to this Section 4.02 may, at the
option of the Company, be filed by and be those of Parent rather than of the Company;
provided, however, that the issuance by Parent of any Indebtedness or Capital Stock
shall not be deemed to prevent the Company from exercising its option described in this paragraph
to file and furnish reports, information and other documents of Parent to satisfy the requirements
of this Section 4.02.



          Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the
commencement of the exchange offer contemplated by the Registration Rights Agreement or the
effectiveness of a shelf registration statement relating to the registration of the Securities
under the Securities Act as contemplated by the Registration Rights Agreement by the filing with
the SEC of an exchange offer registration statement or shelf registration statement, and any
amendments thereto, with such financial information that satisfies Regulation S-X of the Securities
Act within the time periods and in accordance with the other provisions in the Registration Rights
Agreement.



          SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;
provided, however, that the Company and the Subsidiary Guarantors shall









 



40



be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect
thereto on a pro forma basis, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.



          (b) Notwithstanding Section 4.03(a), the Company and the Restricted Subsidiaries shall be
entitled to Incur any or all of the following Indebtedness:




     (1) Indebtedness of the Company and the Subsidiary Guarantors pursuant to the Credit
Facilities; provided, however, that, immediately after giving effect to any
such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this
clause (b)(1) and clause (b)(13) below and then outstanding does not exceed $7,815 million
less the sum of all principal payments with respect to such Indebtedness pursuant to
Section 4.06(a)(3)(A);




     (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary;
provided, however, that (A) any subsequent issuance or transfer of any
Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the obligor thereon and (B) if the Company is the obligor on such
Indebtedness and such Indebtedness is held by a Restricted Subsidiary that is not a
Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in
full in cash of all obligations with respect to the Securities and (C) if a Subsidiary
Guarantor is the obligor on such Indebtedness and such Indebtedness is held by a Restricted
Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated
to the prior payment in full in cash of all obligations of such Subsidiary Guarantor or
with respect to its Subsidiary Guaranty;




     (3) the Securities and the Exchange Securities (other than any Additional Securities);




     (4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in
clause (1), (2) or (3) of this Section 4.03(b));




     (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to
the date on which such Subsidiary was acquired by the Company (other than Indebtedness
Incurred in connection with, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related transactions pursuant
to which such Subsidiary became a Subsidiary or was acquired by the Company);
provided, however, that on the date of such acquisition and after giving
pro forma effect thereto, the Company would have been entitled to Incur at
least $1.00 of additional Indebtedness pursuant to Section 4.03(a) or the Consolidated
Coverage Ratio would be higher after giving pro forma effect to such
acquisition;




     (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section
4.03(a) or pursuant to clause (3), (4) or (5) of this









 



41



Section 4.03(b) or this clause (6); provided, however, that to the
extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a
Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred
only by such Subsidiary;




     (7) Hedging Obligations;




     (8) Obligations in respect of performance, bid, appeal and surety bonds and completion
guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of
business;




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




     (10) Indebtedness consisting of the Guaranty of a Subsidiary Guarantor Incurred
pursuant to this Section 4.03 (other than Indebtedness Incurred pursuant to clauses (5) and
(14) of this Section 4.03(b) or Refinancing Indebtedness Incurred pursuant to Section
4.03(b)(6) to the extent such Refinancing Indebtedness Refinances Indebtedness Incurred
pursuant to such clause (5)); provided, however, that if the Indebtedness
being guaranteed is subordinated to or pari passu with the Securities, then
the Guarantee thereof shall be subordinated or pari passu, as applicable,
to the same extent as the Indebtedness being Guaranteed;




     (11) Purchase Money Indebtedness and any Refinancing Indebtedness Incurred to
Refinance such Indebtedness, in an aggregate principal amount which, when added together
with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding,
does not exceed 4.0% of Total Assets;




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




     (13) Indebtedness Incurred by a Receivables Subsidiary pursuant to a Qualified
Receivables Transaction; provided, however, that, at the time of such
Incurrence, the Company would have been entitled to Incur an equal amount of Indebtedness
pursuant to Section 4.03(b)(1);




     (14) Non-Recourse Indebtedness of Restricted Subsidiaries in an aggregate principal
amount which, when taken together with all other Non-Recourse Indebtedness of Restricted
Subsidiaries Incurred pursuant to this clause (14) and then outstanding does not exceed 5%
of Consolidated Tangible Assets;




     (15) the Incurrence by the Company or any Guarantor of Indebtedness to the extent that
the net proceeds thereof are promptly deposited to fully defease or fully satisfy and
discharge the Securities; and









 



42



     (16) Indebtedness of the Company or the Subsidiary Guarantors in an aggregate
principal amount which, when taken together with all other Indebtedness of the Company and
its Subsidiary Guarantors Incurred pursuant to this clause (16) and then outstanding does
not exceed $600 million.



          (c) For purposes of determining compliance with this Section 4.03, (1) any Indebtedness
remaining outstanding under the Credit Agreement after the application of the net proceeds from the
sale of the Securities will be treated as Incurred on the Issue Date under Section 4.03(b)(1), (2)
in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than
one of the types of Indebtedness described herein, the Company, in its sole discretion, shall
classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only
be required to include the amount and type of such Indebtedness in one of the above clauses of
Section 4.03(a) or Section 4.03(b), (3) the Company shall be entitled to divide and classify an
item of Indebtedness in more than one of the types of Indebtedness described herein and (4) in the
case of any Indebtedness initially Incurred pursuant to Section 4.03(b)(11), (14) or (16), the
Company shall be entitled, in its sole discretion, to later reclassify all or any portion of such
Indebtedness as having been Incurred under any other clause of Section 4.03(a) or Section 4.03(b)
as long as, at the time of such reclassification, such Indebtedness (or portion thereof) would be
permitted to be Incurred pursuant to such other clause or paragraph.




          (d) For purposes of determining compliance with any U.S. dollar restriction on the Incurrence
of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount
of such Indebtedness will be the U.S. Dollar Equivalent on the date of the Incurrence of such
Indebtedness; provided, however, that if any such Indebtedness denominated in a
different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all
principal, premium, if any, and interest payable on such Indebtedness, the amount of such
Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The
principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness
being Refinancing will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the
extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which
case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and
(2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the
Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be
determined on the date such Refinancing Indebtedness is Incurred.




          SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and
shall not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if
at the time the Company or such Restricted Subsidiary makes such Restricted Payment:





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









 



43



     (2) the Company is not entitled to Incur an additional $1.00 of Indebtedness under
Section 4.03(a); or




     (3) the aggregate amount of such Restricted Payment and all other Restricted Payments
since the Issue Date would exceed the sum of (without duplication):




     (A) 50% of the Consolidated Net Income accrued during the period (treated as
one accounting period) from the beginning of the fiscal quarter during which the
Issue Date occurs to the end of the most recent fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or, in
case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);
plus




     (B) 100% of the aggregate Net Cash Proceeds and the fair market value, as
determined in good faith by the Board of Directors of the Company, of other
property received by the Company from the issuance or sale of its Capital Stock
(other than Disqualified Stock) subsequent to the Issue Date (other than an
issuance or sale to a Subsidiary of the Company and other than an issuance or sale
to an employee stock ownership plan or to a trust established by the Company or any
of its Subsidiaries for the benefit of their employees) and 100% of any cash
capital contribution and the fair market value, as determined in good faith by the
Board of Directors of the Company, of other property received by the Company from
its stockholders subsequent to the Issue Date; plus




     (C) 100% of the aggregate Net Cash Proceeds and the fair market value, as
determined in good faith by the Board of Directors of the Company, of other
property received by the Company from the Incurrence of Indebtedness to the extent
such Indebtedness is converted or exchanged for Capital Stock (other than
Disqualified Stock) subsequent to the Issue Date (other than an Incurrence to a
Subsidiary of the Company and other than an Incurrence to an employee stock
ownership plan or to a trust established by the Company or any of its Subsidiaries
for the benefit of their employees) (less the amount of any cash distributed by the
Company upon such conversion or exchange); plus




     (D) an amount equal to the sum of (i) the aggregate amount received by the
Company or its Restricted Subsidiaries after the Issue Date resulting from
repurchases, repayments or redemptions of Investments (other than Permitted
Investments) made by the Company or any Restricted Subsidiary in any Person,
proceeds realized on the sale of such Investment and proceeds representing the
return of capital (excluding dividends and distributions), in each case received by
the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an
Unrestricted Subsidiary, the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the fair market value of the net assets of such









 



44



Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated
a Restricted Subsidiary.




     (b) The provisions of Section 4.04(a) shall not prohibit:




     (1) any Restricted Payment made out of the Net Cash Proceeds of the substantially
concurrent sale of, or made by exchange for, Capital Stock of the Company (other than
Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the
Company or an employee stock ownership plan or to a trust established by the Company or any
of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash
capital contribution received by the Company from its stockholders; provided,
however, that (A) such Restricted Payment shall be excluded in the calculation of
the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash
capital contribution (to the extent so used for such Restricted Payment) shall be excluded
from the calculation of amounts under Section 4.04(a)(3)(B);




     (2) any purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of Subordinated Obligations of the Company or a Subsidiary Guarantor
made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of,
Subordinated Obligations of such Person which are permitted to be Incurred pursuant to
Section 4.03; provided, however, that such purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value shall be excluded in
the calculation of the amount of Restricted Payments;




     (3) dividends paid within 60 days after the date of declaration thereof if at such
date of declaration such dividend would have complied with this Section 4.04 or the
redemption, repurchase or retirement of Subordinated Obligations, if at the date of any
irrevocable redemption notice such payment would have complied with this Section 4.04;
provided, however, that the payment of such dividend or payment of
Subordinated Obligations shall be included in the calculation of the amount of Restricted
Payments;




     (4) so long as no Default has occurred and is continuing the purchase, redemption or
other acquisition of shares of Capital Stock of Parent, the Company or any of its
Subsidiaries from consultants, former consultants, employees, former employees, directors
or former directors of Parent, the Company or any of its Subsidiaries (or permitted
transferees of such employees, former employees, directors or former directors), pursuant
to the terms of the agreements (including employment agreements) or plans (or amendments
thereto) approved by the Board of Directors under which such individuals purchase or sell
or are granted the option to purchase or sell, shares of such Capital Stock;
provided, however, that the aggregate amount of such Restricted Payments
(excluding amounts representing cancellation of Indebtedness) shall not exceed $30 million
in any calendar year (with unused amounts in any calendar year being carried over to
succeeding calendar years); provided further, however, that such
amount in any









 



45



calendar year may be increased by an amount not to exceed (A) the cash proceeds from
the sale of Capital Stock of the Company and, to the extent contributed to the Company,
Capital Stock of Parent, in each case to employees, directors or consultants of Parent, the
Company or any of its Restricted Subsidiaries, that occurs after the Issue Date plus (B)
the cash proceeds of key man life insurance policies received by the Company or its
Restricted Subsidiaries, or by Parent to the extent contributed to the Company, after the
Issue Date (provided that the Company shall be entitled to elect to apply all or any
portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar
year) less (C) the amount of any Restricted Payments previously made pursuant to clause (A)
and (B) of this clause (4); provided further, however, that such
Restricted Payments shall be excluded in the calculation of the amount of Restricted
Payments;




     (5) the declaration and payments of dividends on Disqualified Stock issued pursuant to
Section 4.03; provided, however, that, at the time of payment of such
dividend, no Default shall have occurred and be continuing (or result therefrom);
provided further, however, that such dividends shall be excluded in
the calculation of the amount of Restricted Payments;




     (6) repurchases of Capital Stock deemed to occur upon exercise of stock options if
such Capital Stock represents a portion of the exercise price of such options;
provided, however, that such Restricted Payments shall be excluded in the
calculation of the amount of Restricted Payments;




     (7) cash payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or exchangeable for
Capital Stock of the Company; provided, however, that any such cash payment
shall not be for the purpose of evading the limitation of this Section 4.04 (as determined
in good faith by the Board of Directors); provided further,
however, that such payments shall be excluded in the calculation of the amount of
Restricted Payments;




     (8) in the event of a Change of Control or Asset Disposition, the payment, purchase,
redemption, defeasance or other acquisition or retirement of Subordinated Obligations or
Disqualified Stock of Parent, the Company or any Restricted Subsidiary; provided,
however, that prior to such payment, purchase, redemption, defeasance or other
acquisition or retirement, the Company (or a third party to the extent permitted by this
Indenture) has made a Change of Control Offer with respect to the Securities as a result of
such Change of Control or an offer to purchase the Securities validly tendered and not
withdrawn in connection in with such offer; provided further,
however, that such payments, purchases, redemptions, defeasances or other
acquisitions or retirements shall be excluded in the calculation of the amount of
Restricted Payments;




     (9) payments of intercompany subordinated Indebtedness, the Incurrence of which was
permitted under Section 4.03(b)(2); provided, however,









 



46



that no Default has occurred and is continuing or would otherwise result therefrom;
provided further, however, that such payments shall be excluded in
the calculation of the amount of Restricted Payments;




     (10) Restricted Payments made by or in connection with the sale, disposition,
transfer, dividend, distribution, contribution or other disposition of assets, other than
cash or Temporary Cash Investments, in an amount which, when taken together with all
Restricted Payments previously made pursuant to this clause (10), does not exceed 5% of
Consolidated Tangible Assets; provided, however, that (A) at the time of
each such Restricted Payment, no Default shall have occurred and be continuing (or result
therefrom), (B) at the time of and after giving effect to each such Restricted Payment, the
Company is entitled to Incur an additional $1.00 of Indebtedness pursuant to Section
4.03(a) and (C) the amount of Restricted Payments made pursuant to this clause (10) shall
be excluded in the calculation of the amount of Restricted Payments;




     (11) the declaration and payment of dividends to, or the making of loans to Parent in
amounts required for such Person to pay, without duplication: (A) franchise taxes and
other fees, taxes and expenses required to maintain its corporate existence; (B) income
taxes to the extent such income taxes are attributable to the income of the Company and its
Restricted Subsidiaries and, to the extent of the amount actually received from the
Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable
to the income of the Unrestricted Subsidiaries; (C) customary salary, bonus, severance,
indemnification obligations and other benefits payable to officers and employees of Parent;
(D) general corporate overhead and operating expenses for Parent; and (E) reasonable fees
and expenses incurred in connection with any unsuccessful debt or equity offering or other
financing transaction by Parent; provided, however, that such payments
shall be excluded in the calculation of the amount of Restricted Payments;




     (12) distributions of Investments in Unrestricted Subsidiaries; provided,
however, that such distributions shall be excluded in the calculation of the amount
of Restricted Payments;




     (13) payments in connection with a Qualified Receivables Transaction;
provided, however, that such payments shall be excluded in the calculation
of the amount of Restricted Payments; or




     (14) Restricted Payments in an amount which, when taken together with all Restricted
Payments previously made pursuant to this clause (14) does not exceed $300 million;
provided, however, that (A) at the time of each such Restricted Payment, no
Default shall have occurred and be continuing (or result therefrom) and (B) the amount of
Restricted Payments made pursuant to this clause (14) shall be excluded in the calculation
of the amount of Restricted Payments.









 



47


          SECTION 4.05. Limitation on Restrictions on Distributions from Restricted
Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create
or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the
Company, (b) make any loans or advances to the Company or (c) transfer any of its property or
assets to the Company, except:





     (1) with respect to clauses (a), (b) and (c),




     (A) any encumbrance or restriction pursuant to an agreement in effect at or
entered into on the Issue Date, including the Credit Agreement in effect on the
Issue Date;




     (B) any encumbrance or restriction with respect to a Restricted Subsidiary
pursuant to an agreement relating to any Indebtedness Incurred by such Restricted
Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired
by the Company (other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date;




     (C) any encumbrance or restriction with respect to a Restricted Subsidiary
pursuant to an agreement relating to any Indebtedness Incurred by such Restricted
Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired
by the Company (other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date;




     (D) any encumbrance or restriction pursuant to an agreement effecting a
Refinancing of Indebtedness Incurred pursuant to an agreement referred to in
Section 4.05(1)(A) or (B) or this clause (C) or contained in any amendment to an
agreement referred to in Section 4.05(1)(A) or (B) or this clause (C);
provided, however, that the encumbrances and restrictions with
respect to such Restricted Subsidiary contained in any such refinancing agreement
or amendment are no less favorable to the holders of the Securities than
encumbrances and restrictions with respect to such Restricted Subsidiary contained
in such predecessor agreements;




     (E) any encumbrance or restriction included in contracts for the sale of
assets, including any encumbrance or restriction with respect to a









 



48



Restricted Subsidiary imposed pursuant to an agreement entered into for the
sale or disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or disposition;




     (F) any encumbrance or restriction pursuant to the terms of any agreement
entered into by a Receivables Subsidiary in connection with a Qualified Receivables
Transaction; provided, however, that such encumbrance or
restriction applies only to such Receivables Subsidiary;




     (G) any encumbrance or restriction on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business;




     (H) any encumbrance or restriction pursuant to the terms of any agreement or
instrument relating to any Indebtedness of a Restricted subsidiary permitted to be
Incurred subsequent to the Issue Date pursuant to Section 4.03 (i) if such
encumbrance and restriction contained in any such agreement or instrument taken as
a whole are not materially less favorable to the holders of the Securities than the
encumbrances and restrictions contained in the Credit Agreement on the Issue Date
(as determined in good faith by the Company) or (ii) if the encumbrances and
restrictions are not materially more disadvantageous to the holders of the
Securities than is customary in comparable financings (as determined in good faith
by the Company) and either (x) the Company determines that such encumbrance or
restriction will not adversely affect the Company’s ability to make principal and
interest payments on the Securities as and when they come due or (y) such
encumbrances and restrictions apply only during the continuance of a default in
respect of a payment or financial maintenance covenant relating to such
Indebtedness;




     (I) any encumbrance or restriction pursuant to the terms of any agreement or
instrument relating to any Indebtedness of Subsidiary Guarantors or Foreign
Subsidiaries to the extent such Indebtedness is permitted to be Incurred pursuant
to an agreement entered into subsequent to the Issue Date pursuant to Section 4.03;




     (J) any encumbrance or restriction pursuant to customary provisions in join
venture agreements and other similar agreements entered into in the ordinary course
of business; and




     (K) applicable law or any applicable rule, regulation or order; and




     (2) with respect to clause (c) only,




     (A) any encumbrance or restriction consisting of customary nonassignment
provisions in leases governing leasehold interests to the









 



49



extent such provisions restrict the transfer of the lease or the property
leased thereunder; and




     (B) any encumbrance or restriction contained in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent such
encumbrance or restriction restricts the transfer of the property subject to such
security agreements or mortgages.



          SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate
any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration
at the time of such Asset Disposition at least equal to the fair market value (including as to the
value of all non-cash consideration), as determined in good faith by the Board of Directors, of the
shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof
received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents;
and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by
the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent
the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or
purchase Senior Indebtedness of the Company or Indebtedness (other than any Disqualified Stock) of
a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or a Subsidiary
of the Company) within one year from the later of the date of such Asset Disposition or the receipt
of such Net Available Cash; (B) second, to the extent of the balance of such Net Available
Cash after application in accordance with clause (A), to the extent the Company elects, to acquire
Additional Assets within one year from the later of the date of such Asset Disposition or the
receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the
holders of the Securities (and to holders of other Senior Indebtedness of the Company or of a
Subsidiary Guarantor designated by the Company) to purchase Securities (and such other Senior
Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture;
provided, however, that in connection with any prepayment, repayment or purchase of
Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall
permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased,
although such requirement to retire Indebtedness and reduce loan commitments shall not be deemed to
prohibit the Company and the Restricted Subsidiaries from thereafter Incurring Indebtedness
otherwise permitted by Section 4.03; provided, however, that, in the case of clause
(B) above a binding commitment shall be treated as a permitted application of the Net Available
Cash from the date of such commitment so long as the Company or such Restricted Subsidiary enters
into such commitment with the good faith expectation that such Net Proceeds will be applied to
satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”);
provided further that if any Acceptable Commitment is later canceled or terminated
for any reason before such Net Available Cash is applied, then such Net Available Cash shall be
applied pursuant to clause (C) above. Notwithstanding the foregoing provisions of this Section
4.06, the









 



50



Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash
in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash
from all Asset Dispositions which is not applied in accordance with this Section 4.06(a) exceeds
$100 million. Pending application of Net Available Cash pursuant to this Section 4.06(a), such Net
Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce
revolving credit indebtedness or in any other manner permitted by this Indenture.



          For the purposes of this Section 4.06(a), the following are deemed to be cash or cash
equivalents: (i) the assumption or discharge of Indebtedness or other liabilities of the Company
(other than Obligations in respect of Disqualified Stock of the Company) or any Restricted
Subsidiary (other than Obligations in respect of Disqualified Stock or Preferred Stock of a
Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all
liability on such Indebtedness or other liability in connection with such Asset Disposition; (ii)
securities or other Obligations received by the Company or any Restricted Subsidiary from the
transferee that are converted by the Company or such Restricted Subsidiary into cash within 180
days of the Asset Disposition, to the extent of the cash received in that conversion; (iii)
Additional Assets; and (iv) any Designated Noncash Consideration received by the Company or any
Restricted Subsidiary in such Asset Disposition having an aggregate fair market value (as
determined in good faith by the Board of Directors), taken together with all other Designated
Noncash Consideration received pursuant to this clause) that is at that time outstanding, not to
exceed the greater of (x) $250 million and (y) an amount equal to 3% of Total Assets on the date on
which such Designated Noncash Consideration is received (with the fair market value of each item of
Designated Noncash Consideration being measured at the time received without giving effect to
subsequent changes in value).



          (b) In the event of an Asset Disposition that requires the purchase of Securities (and other
Senior Indebtedness of the Company or of a Subsidiary Guarantor) pursuant to Section 4.06(a)(3)(C),
the Company will purchase Securities tendered pursuant to an offer by the Company for the
Securities (and such other Senior Indebtedness of the Company or of a Subsidiary Guarantor) (the
“Offer”) at a purchase price of 100% of their principal amount (or, in the event such other Senior
Indebtedness was issued with significant original issue discount, 100% of the accreted value
thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior
Indebtedness, such other price, not to exceed 100%, as may be provided for by the terms of such
other Senior Indebtedness) in accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of securities
tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the
securities to be purchased on a pro rata basis but in round denominations, which in the case of the
Securities will be denominations of $2,000 principal amount or any greater integral multiple of
$1,000. The Company shall not be required to make an Offer to purchase Securities (and other
Senior Indebtedness of the Company or a Subsidiary Guarantor) pursuant to this Section 4.06 if the
Net Available Cash available therefor is less than $50 million (which lesser amount shall be
carried forward for purposes of determining whether such an Offer is required with respect to the
Net Available Cash from any subsequent Asset Disposition). Upon









 



51



completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate
amount of such Offer.




     (c) (1) Promptly, and in any event within 10 days after the Company becomes obligated
to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to
each Holder, a written notice stating that the Holder may elect to have his Securities
purchased by the Company either in whole or in part (subject to prorating as described in
Section 4.06(b) in the event the Offer is oversubscribed) in denominations of $2,000
principal amount or any greater integral multiple of $1,000, at the applicable purchase
price. The notice shall specify a purchase date not less than 30 days nor more than 60
days after the date of such notice (the “Purchase Date”) and shall contain such information
concerning the business of the Company which the Company in good faith believes will enable
such Holders to make an informed decision (which at a minimum will include (A) the most
recently filed Annual Report on Form 10-K (including audited consolidated financial
statements) of the Company, the most recent subsequently filed Quarterly Report on Form
10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly
Report, other than Current Reports describing Asset Dispositions otherwise described in the
offering materials (or corresponding successor reports), (B) a description of material
developments in the Company’s business subsequent to the date of the latest of such
reports, and (C) if material, appropriate pro forma financial information)
and all instructions and materials necessary to tender Securities pursuant to the Offer,
together with the information contained in clause (3).




     (2) Not later than the date upon which written notice of an Offer is delivered to the
Trustee as provided below, the Company shall deliver to the Trustee an Officers’
Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information
as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net
Available Cash from the Asset Disposition pursuant to which such Offer is being made and
(C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On
such date, the Company shall also irrevocably deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust)
in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on
the Purchase Date if funds are immediately available by open of business, an amount equal
to the Offer Amount to be held for payment in accordance with the provisions of this
Section. If the Offer includes other Senior Indebtedness, the deposit described in the
preceding sentence may be made with any other paying agent pursuant to arrangements
satisfactory to the Trustee. Upon the expiration of the period for which the Offer
remains open (the “Offer Period”), the Company shall deliver to the Trustee for
cancellation the Securities or portions thereof which have been properly tendered to and
are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or
deliver payment (or cause the delivery of payment) to each tendering Holder in the amount
of the purchase price. In the event that the aggregate purchase price of the Securities
delivered by the Company to the Trustee is less than the Offer









 



52



Amount applicable to the Securities, the Trustee shall deliver the excess to the
Company immediately after the expiration of the Offer Period for application in accordance
with this Section 4.06.




     (3) Holders electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address specified
in the notice at least three Business Days prior to the Purchase Date. Holders shall be
entitled to withdraw their election if the Trustee or the Company receives not later than
one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased. Holders whose Securities are purchased only in
part shall be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.




     (4) At the time the Company delivers Securities to the Trustee which are to be
accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that
such Securities are to be accepted by the Company pursuant to and in accordance with the
terms of this Section. A Security shall be deemed to have been accepted for purchase at
the time the Trustee, directly or through an agent, mails or delivers payment therefor to
the surrendering Holder.



          (d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section 4.06, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.06 by virtue of its compliance with such securities laws or
regulations.



          SECTION 4.07. Limitation on Affiliate Transactions. (a) The Company will not, and
will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million
unless (1) the terms of the Affiliate Transaction are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in
arm’s-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction
involves an amount in excess of $25 million, the terms of the Affiliate Transaction are set forth
in writing and a majority of the directors of the Company disinterested with respect to such
Affiliate Transaction, if any, have determined in good faith that the criteria set forth in clause
(1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution
of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of
$75 million, the Board of Directors shall also have received a written opinion from an Independent
Qualified Party to the effect that such Affiliate Transaction is fair, from a









 



53



financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable
to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at
the time in an arm’s-length transaction with a Person who was not an Affiliate.



          (b) The provisions of Section 4.07(a) shall not prohibit (1) any Permitted Investment (other
than a Permitted Investment described in clauses (1), (2) or (15) of the definition thereof) or
Restricted Payment (but, in the case of a Restricted Payment, only to the extent (i) included in
the calculation of the amount of Restricted Payments made pursuant to clause (3) of paragraph (a)
of, or (ii) made pursuant to Section 4.04(b)(4) through (14)); (2) any issuance of securities, or
other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans approved by the Board of Directors
or senior management of the Company; (3) loans or advances to employees in the ordinary course of
business in accordance with the past practices of the Company or its Restricted Subsidiaries, but
in any event not to exceed $25 million in the aggregate outstanding at any one time; (4) the
payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not
employees of the Company or its Restricted Subsidiaries; (5) any transaction with the Company, a
Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate
Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or
otherwise controls such Restricted Subsidiary, joint venture or similar entity; (6) the issuance or
sale of any Capital Stock (other than Disqualified Stock) of the Company; (7) transactions with
customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture that are
fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of
Directors or their senior management of the Company, or are no less favorable to the Company and
its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an
arm’s length transaction with a Person who is not an Affiliate; (8) any agreement as in effect on
the Issue Date or any renewals or extensions of any such agreement (so long as such renewals or
extension are not less favorable to the Company or the Restricted Subsidiaries in any material
respect) and the transactions evidenced thereby; and (9) any transaction with a Receivables
Subsidiary pursuant to a Qualified Receivables Transaction.



          SECTION 4.08. Limitation on Line of Business. The Company will not, and will not
permit any Restricted Subsidiary, to engage in any business other than a Related Business, except
to the extent as would not be material to the Company and its Subsidiaries taken as a whole.



          SECTION 4.09. Change of Control. (a) Upon the occurrence of a Change of Control,
each Holder shall have the right to require that the Company purchase such Holder’s Securities at a
purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus
accrued and unpaid interest, if any, to the









 



54



date of purchase (subject to the right of holders of record on the relevant record date to
receive interest on the relevant interest payment date).



          (b) Within 30 days following any Change of Control, the Company shall mail a notice to each
Holder with a copy to the Trustee (the “Change of Control Offer”) stating:




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




     (2) the circumstances and relevant facts regarding such Change of Control (including
information with respect to pro forma historical income, cash flow and
capitalization, in each case after giving effect to such Change of Control);




     (3) the purchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed); and




     (4) the instructions, as determined by the Company, consistent with this Section, that
a Holder must follow in order to have its Securities purchased.



          (c) Holders electing to have a Security purchased will be required to surrender the Security,
with an appropriate form duly completed, to the Company at the address specified in the notice at
least three Business Days prior to the purchase date. Holders will be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security purchased.




          (d) On the purchase date, all Securities purchased by the Company under this Section 4.09
shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the
purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.




          (e) Notwithstanding the foregoing provisions of this Section 4.09, the Company 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 4.09 applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under such Change of
Control Offer or the Company has called all the Securities for redemption pursuant to the optional
redemption provisions described in paragraph 5 of the Securities.










 



55




          (f) The Company shall comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with the repurchase
of Securities pursuant to this Section. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section by virtue of its compliance with such securities laws or regulations.




          SECTION 4.10. Limitation on Liens. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial
Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired securing any Indebtedness,
other than Permitted Liens, without effectively providing that the Securities shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as such obligations
are so secured.




          Any Lien created for the benefit of the Holders of the Securities pursuant to the preceding
sentence shall provide by its terms that such Lien shall be automatically and unconditionally
released and discharged upon the release and discharge of the Initial Lien.




          SECTION 4.11. Limitation on Sale/Leaseback Transactions. The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with
respect to any property unless (a) the Company or such Restricted Subsidiary would be entitled to
(1) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such
Sale/Leaseback Transaction pursuant to Section 4.03 and (2) create a Lien on such property securing
such Attributable Debt without equally and ratably securing the Securities pursuant to Section
4.10, (b) the net proceeds received by the Company or any Restricted Subsidiary in connection with
such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the
Board of Directors) of such property and (c) the Company applies the proceeds of such transaction
in compliance with Section 4.06.




          SECTION 4.12. Future Guarantors. The Company shall cause each domestic Restricted
Subsidiary that Incurs any Indebtedness (other than Indebtedness permitted to be Incurred pursuant
to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14) to, and each Foreign Subsidiary that
enters into a Guarantee of any Senior Indebtedness (other than Indebtedness permitted to be
Incurred pursuant to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14)) to, in each case,
within 10 Business Days, execute and deliver to the Trustee a Guaranty Agreement pursuant to which
such Restricted Subsidiary will Guarantee payment of the Securities on the same terms and
conditions as those set forth in Article 10 of this Indenture.




          SECTION 4.13. Compliance Certificate. The Company shall deliver to the Trustee
within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating
that in the course of the performance by the signers of their duties as Officers of the Company
they would normally have knowledge of any Default and









 



56



whether or not the signers know of any Default that occurred during such period. If they do,
the certificate shall describe the Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4).



          SECTION 4.14. Further Instruments and Acts. Upon request of the Trustee, the Company
shall execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.



Article 5




Successor Company




          SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not
consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a
series of transactions, directly or indirectly, all or substantially all its assets to, any Person,
unless:





     (1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a
Person organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia, and the Successor Company (if not the Company) shall
expressly assume, by an indenture supplemental thereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture;




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




     (3) immediately after giving pro forma effect to such transaction, (A)
the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant
to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company and its
Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction; and




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


provided, however, that clauses (2) and (3) will not be applicable to (A) a
Restricted Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company (so long as no Capital Stock of the Company is distributed to
any








 



57


Person) or to another Restricted Subsidiary or (B) the Company merging with an Affiliate of the
Company solely for the purpose and with the sole effect of reincorporating the Company in another
jurisdiction.




          For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other
disposition of all or substantially all of the properties and assets of one or more Subsidiaries of
the Company, which properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.




          The Successor Company shall be the successor to the Company and shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture, and
the predecessor Company in the case of a lease, shall be released from the obligation to pay the
principal of and interest on the Securities.




          (b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or
into, or convey, transfer or lease, in one transaction or series of transactions, all or
substantially all of its assets to any Person unless:





     (1) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a
Person organized and existing under the laws of the jurisdiction in which such Subsidiary
was organized or under the laws of the United States of America, or any State thereof or
the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement,
in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any,
under its Subsidiary Guaranty; provided, however, that the foregoing shall
not apply in the case of a Subsidiary Guarantor (x) that has been disposed of in its
entirety to another Person (other than to the Company or a Subsidiary of the Company),
whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as
a result of the disposition of all or a portion of its Capital Stock, ceases to be a
Subsidiary, in both cases, if in connection therewith the Company provides an Officers’
Certificate to the Trustee to the effect that the Company will comply with its obligations
under Section 4.06 in respect of such disposition;




     (2) immediately after giving effect to such transaction or transactions on a
pro forma basis (and treating any Indebtedness which becomes an obligation
of the resulting, surviving or transferee Person as a result of such transaction as having
been issued by such Person at the time of such transaction), no Default shall have occurred
and be continuing; and




     (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such Guaranty
Agreement, if any, complies with this Indenture;


provided, however, that clause (2) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its properties and
assets to a








 



58


Subsidiary Guarantor (so long as no Capital Stock of the Subsidiary Guarantor is distributed to any
Person) or to another Restricted Subsidiary or (B) a Subsidiary Guarantor merging with an Affiliate
of the Company solely for the purpose of reincorporating the Subsidiary Guarantor in another
jurisdiction.




          (c) Parent shall not consolidate with or merge with or into, or convey, transfer or lease, in
one transaction or series of transactions, all or substantially all of its assets to any Person
unless:





     (1) the resulting, surviving or transferee Person (if not Parent) shall be a Person
organized and existing under the laws of the jurisdiction in which Parent was organized or
under the laws of the United States of America, or any State thereof or the District of
Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form
satisfactory to the Trustee, all the obligations of Parent, if any, under the Parent
Guaranty;




     (2) immediately after giving effect to such transaction or transactions on a
pro forma basis (and treating any Indebtedness which becomes an obligation
of the resulting, surviving or transferee Person as a result of such transaction as having
been issued by such Person at the time of such transaction), no Default shall have occurred
and be continuing; and




     (3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such Guaranty
Agreement, if any, complies with this Indenture;


provided, however, that clause (2) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its properties and
assets to Parent (so long as no Capital Stock of Parent is distributed to any Person) or to another
Restricted Subsidiary or (B) Parent merging with an Affiliate of the Company solely for the purpose
of reincorporating Parent in another jurisdiction.




Article 6




Defaults and Remedies




          SECTION 6.01. Events of Default. An “Event of Default” occurs if:





     (1) the Company defaults in any payment of interest on any Security when the same
becomes due and payable, and such default continues for a period of 30 days;




     (2) the Company defaults in the payment of the principal of any Security when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon required
purchase, upon declaration of acceleration or otherwise;




     (3) the Company or Parent fails to comply with Section 5.01;









 



59



     (4) the Company or any Subsidiary Guarantor fails to comply with any of its agreements
contained in this Indenture (other than those referred to in clause (1), (2) or (3) above)
and such failure continues for 60 days after the notice specified below;




     (5) Indebtedness of the Company, any Subsidiary Guarantor or any Significant
Subsidiary is not paid within any applicable grace period after final maturity or is
accelerated by the holders thereof because of a default and the total amount of such
Indebtedness unpaid or accelerated exceeds $100 million, or its foreign currency equivalent
at the time;




     (6) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




     (A) commences a voluntary case;




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




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




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




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




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




     (A) is for relief against the Company or any Significant Subsidiary in an
involuntary case;




     (B) appoints a Custodian of the Company or any Significant Subsidiary or for
any substantial part of its property; or




     (C) orders the winding up or liquidation of the Company or any Significant
Subsidiary;




or any similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days;




     (8) any judgment or decree for the payment of money in excess of $100 million or its
foreign currency equivalent at the time (other than a judgment or decree covered by
indemnities or insurance policies issued be reputable and creditworthy companies to the
extent coverage has not been disclaimed) is entered against the Company or any Significant
Subsidiary, remains outstanding for a period of 60 consecutive days following the entry of
such judgment or decree and is not discharged, waived or the execution thereof stayed; or









 



60



     (9) any Guaranty ceases to be in full force and effect (other than in accordance with
the terms of such Guaranty) or any Guarantor denies or disaffirms its obligations under its
Guaranty.



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



          The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy Law.



          A Default under clauses (4) will not constitute an Event of Default until the Trustee or the
holders of at least 25% in principal amount of the outstanding Securities notify the Company of the
Default and the Company does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default”.



          The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any Event of Default under clause (5) or (9) and
any event which with the giving of notice or the lapse of time would become an Event of Default
under clause (4) or (8), its status and what action the Company is taking or proposes to take with
respect thereto.



          SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the
Securities by notice to the Company and the Trustee, may declare the principal of and accrued but
unpaid interest on all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of Default specified in
Section 6.01(6) or (7) with respect to the Company occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of acceleration. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.



          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 of or interest on the
Securities or to enforce the performance of any provision of the Securities or this Indenture.









 



61


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



          SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount
of the Securities then outstanding by notice to the Trustee may waive an existing Default or Event
of Default and its consequences under this Indenture except (a) a Default in the payment of the
principal of or interest on a Security, (b) a Default arising from the failure to redeem or
purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.



          SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.



          SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with
respect to this Indenture or the Securities unless:




     (1) the Holder gives to the Trustee written notice stating that an Event of Default is
continuing;




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




     (3) such Holder or Holders offer to the Trustee reasonable security or indemnity
against any loss, liability or expense;




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




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









 



62


          A Securityholder may not use this Indenture to prejudice the rights of another Securityholder
or to obtain a preference or priority over another Securityholder. In the event that the
Definitive Securities are not issued to any beneficial owner promptly after the Registrar has
received a request from the Holder of a Global Security to issue such Definitive Securities to such
beneficial owner or its nominee, the Company expressly agrees and acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial
holder of Securities to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial holder’s Securities as if such Definitive Securities had been issued.



          SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due dates expressed in
the Securities, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder.



          SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in
Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the amounts provided for
in Section 7.07.



          SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company,
its creditors or its property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar
functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and
any other amounts due the Trustee under Section 7.07.



          SECTION 6.10.
Priorities. If the Trustee collects any money or property pursuant to
this Article 6, it shall pay out the money or property in the following order:




     FIRST: to the Trustee for amounts due under Section 7.07;




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




     THIRD: to the Company.









 



63


          The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section. At least 15 days before such record date, the Company shall mail to each
Securityholder and the Trustee a notice that states the record date, the payment date and amount to
be paid.



          SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, 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 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.



          SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may
lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage
of any such law, and shall not 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
had been enacted.



Article 7




Trustee




          SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent Person would exercise or use under
the circumstances in the conduct of such Person’s own affairs.




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





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




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.









 



64


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





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




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




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



          (a) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.




          (b) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company.




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




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




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




          SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed
by it to be genuine and to have been signed or presented by the proper person. The Trustee need
not investigate any fact or matter stated in the document.




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



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



          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it reasonably believes to be authorized or within its rights or









 



65



powers; provided, however, that the Trustee’s conduct does not constitute
wilful misconduct or negligence.



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



          SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.



          SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Securities, it
shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall
not be responsible for any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the Trustee’s
certificate of authentication.



          SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to
the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days
after it occurs. Except in the case of a Default in the payment of principal of or interest on any
Security (including payments pursuant to the mandatory redemption provisions of such Security, if
any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is not opposed to the interests of the
Securityholders.



          SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each
July 15 beginning with the July 15 following the date of this Indenture, and in any event prior to
September 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of
July 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).



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



          SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from
time to time reasonable compensation for its services. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it,
including costs of collection, in addition to the









 



66



compensation for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.
The Company shall indemnify the Trustee against any and all loss, liability or expense (including
attorneys’ fees) Incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may
have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall not be unreasonably
withheld or delayed. The Company need not reimburse any expense or indemnify against any loss,
liability or expense Incurred by the Trustee through the Trustee’s own wilful misconduct,
negligence or bad faith.



          To secure the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the Trustee other than money
or property held in trust to pay principal of and interest on particular Securities.



          The Company’s payment obligations pursuant to this Section shall survive the discharge of this
Indenture. When the Trustee Incurs expenses after the occurrence of a Default specified in Section
6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.



          SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so
notifying the Company in writing. The Holders of a majority in principal amount of the Securities
may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Company shall remove the Trustee if:




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




     (2) the Trustee is adjudged bankrupt or insolvent;




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




     (4) the Trustee otherwise becomes incapable of acting.



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



          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a









 



67



notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.



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



          If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



          Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.



          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges
or converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation,
without any further act, shall be the successor Trustee.



          In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the
name of the successor to the Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities or in this Indenture provided that the certificates of
the Trustee shall have.



          SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall comply with TIA § 310(b); provided, however, that there shall be
excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.



          SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall
comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee
who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.









 



68


Article 8




Discharge of Indenture; Defeasance




          SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (1) the
Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant
to Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable,
whether at maturity or on a redemption date as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof and, in the case of clause (2), the Company irrevocably deposits with
the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than Securities replaced
pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and
expense of the Company.



          (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its
obligations under the Securities and this Indenture (“legal defeasance option”) or (2) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and
the operation of Sections 6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case
of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary
Guarantors) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”).
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.



          If the Company exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default with respect thereto. If the Company exercises its
covenant defeasance option, payment of the Securities may not be accelerated because of an Event of
Default specified in Sections 6.01(4), 6.01(5), 6.01(6), 6.01(7), 6.01(8) or 6.01(9) (but, in the
case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary
Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3). If the
Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if
any, shall be released from all its obligations with respect to its Guaranty.



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



          (c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03,
2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the
Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04
and 8.05 shall survive.









 



69


          SECTION 8.02. Conditions to Defeasance. The Company shall be entitled to exercise
its legal defeasance option or its covenant defeasance option only if:




     (1) the Company irrevocably deposits in trust with the Trustee money or U.S.
Government Obligations for the payment of principal of and interest on the Securities to
maturity or redemption, as the case may be;




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




     (3) 123 days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(6) or (7) with respect to the Company occurs which is continuing
at the end of the period;




     (4) the deposit does not constitute a default under any other agreement binding on the
Company;




     (5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, nor is qualified as, a regulated
investment company under the Investment Company Act of 1940;




     (6) in the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (B) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Securityholders will not recognize income, gain or loss for Federal income tax purposes as
a result of such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such defeasance had
not occurred;




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




     (8) the Company delivers to the Trustee an Opinion of Counsel in the jurisdiction of
organization of the Company (if other than the United States) to the
effect that
Holders will not recognize income, gain or loss for income tax purposes of such
jurisdiction as a result of such deposit and defeasance, and will









 



70



be subject to income tax of such jurisdiction on the same amounts, and in the same
manner and at the same times as would have been the case if such deposit and defeasance,
had not occurred; and




     (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Securities as contemplated by this Article 8 have been complied with.



          Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of Securities at a future date in accordance with Article 3.



          SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the
deposited money and the money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Securities.



          SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly
turn over to the Company upon request any excess money or Securities held by them at any time.



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



          SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited
U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations.



          SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any
money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s
obligations under this Indenture, each Guaranty and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with
this Article 8; provided, however, that, if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying Agent.









 



71


Article 9




Amendments




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





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




     (2) to provide for the assumption by a successor corporation of the obligations of the
Company or any Guarantor pursuant to Article 5;




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




     (4) to add Guarantees with respect to the Securities, including any Subsidiary
Guaranties, or to secure the Securities;




     (5) to add to the covenants of the Company or any Guarantor for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company or any
Subsidiary Guarantor;




     (6) to make any change that does not adversely affect the rights of any holder of the
Securities;




     (7) to comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA;




     (8) to conform the text of this Indenture, the Securities and the Subsidiary
Guaranties to any provision of the “Description of the Notes” contained in the Offering
Circular to the extent that such provision was intended to be a verbatim recitation of a
provision of this Indenture, the Securities and the Guaranties; or




     (9) to make any amendment to the provisions of this Indenture relating to the transfer
and legending of Securities; provided, however, that (a) compliance with
this Indenture as so amended would not result in Securities being transferred in violation
of the Securities Act or any other applicable securities law and (b) such amendment does
not materially and adversely affect the rights of Holders to transfer Securities.



          After an amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment. The failure to









 



72



give such notice to all Securityholders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.



          SECTION 9.02. With Consent of Holders. The Company, the Guarantors and the Trustee
may amend this Indenture or the Securities with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for the Securities) and any past default or compliance
with any provisions may also be waived with the consent of the Holders of at least a majority in
principal amount of the Securities then outstanding. However, without the consent of each
Securityholder affected thereby, an amendment or waiver may not:




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




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




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




     (4) change the provisions applicable to the redemption of any Security contained in
Article 3 hereto or paragraph 5 of the Securities;




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




     (6) make any changes in the ranking or priority of any Security that would adversely
affect the Securityholders;




     (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section;




     (8) make any change in the ranking or priority of any Securities that would adversely
affect the Securityholders; or




     (9) make any change in, or release other than in accordance with this Indenture or any
Guaranty that would adversely affect the Securityholders.



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




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










 



73




          SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture
or the Securities shall comply with the TIA as then in effect.



          SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder
of that Security or portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall
bind every Securityholder. An amendment or waiver becomes effective upon the execution of such
amendment or waiver by the Trustee.



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



          SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the
terms of a Security, the Trustee may require the Holder of the Security to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security
that reflects the changed terms. Failure to make the appropriate notation or to issue a new
Security shall not affect the validity of such amendment.



          SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign
it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and (subject to Section 7.01) shall be fully protected in relying upon an
Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or
permitted by this Indenture.



          SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the
Company 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 Indenture or the Securities unless such
consideration is offered to all Holders and is paid









 



74



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




Guaranties




          SECTION 10.01. Guaranties. Each Guarantor hereby unconditionally and irrevocably
guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns
(a) the full and punctual payment of principal of and interest on the Securities when due, whether
at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the
Company under this Indenture and the Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).
Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole
or in part, without notice or further assent from such Guarantor and that such Guarantor will
remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation.




          Each Guarantor waives presentation to, demand of, payment from and protest to the Company of
any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor
waives notice of any default under the Securities or the Guaranteed Obligations. The obligations
of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee
to assert any claim or demand or to enforce any right or remedy against the Company or any other
Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other
agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver,
amendment or modification of any of the terms or provisions of this Indenture, the Securities or
any other agreement; (4) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any
right or remedy against any other Guarantor of the Guaranteed Obligations; or (6) except as set
forth in Section 10.06, any change in the ownership of such Guarantor.




          Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment,
performance and compliance when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.




          Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor
herein shall not





 









 





75



be discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities
or any other agreement, by any waiver or modification of any thereof, by any default, failure or
delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.




     Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or
interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee
upon the bankruptcy or reorganization of the Company or otherwise.



     In furtherance of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the
Company to pay the principal of or interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with
any other Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand
by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and
unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and
(C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.



     Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of
any Obligations guaranteed hereby until payment in full of all Obligations. Each Guarantor further
agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Guaranteed Obligations hereby may be
accelerated as provided in Article 6
for the purposes of such Guarantor’s Guaranty herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed
hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as
provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purposes of this Section.



     Each Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section.



     SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to
the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed
hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent









 



76



conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



          SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture
and in the Securities shall automatically extend to and be vested in such transferee or assignee,
all subject to the terms and conditions of this Indenture.




          SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise.




          SECTION 10.05. Modification. No modification, amendment or waiver of any provision
of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or
further notice or demand in the same, similar or other circumstances.




          SECTION 10.06. Release of Guarantor. A Guarantor will be released from its
obligations under this Article 10 (other than any obligation that may have arisen under Section
10.07):





     (1) upon the sale (including any sale pursuant to any foreclosure of any pledge or
security interest, or other exercise of remedies by a holder of Indebtedness of the Company
or of such Guarantor) or other disposition (including by way of consolidation or merger) of
a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary
Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary,




     (2) upon the sale or disposition of all or substantially all the assets of such
Subsidiary Guarantor,




     (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture,




     (4) at such time as such Subsidiary Guarantor does not have any Indebtedness
outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty
Agreement pursuant to Section 4.12 and the Company provides an Officers’ Certificate to the
Trustee certifying that no such









 



77



Indebtedness is outstanding and that the Company elects to have such Guarantor
released from this Article 10,




     (5) upon defeasance of the Securities pursuant to Article 8, or




     (6) upon the full satisfaction of the Company’s obligations under this Indenture;




provided, however, that in the case of clauses (1) and (2) above, (i) such
sale or other disposition is made to a Person other than the Company or a Restricted
Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this
Indenture and (iii) the Company provides an Officers’ Certificate to the Trustee to the
effect that the Company will comply with its obligations under Section 4.06.


At the request of the Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.




          SECTION 10.07. Contribution. Each Subsidiary Guarantor that makes a payment under
its Subsidiary Guaranty shall be entitled upon payment in full of all Guaranteed Obligations under
this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such
other Subsidiary Guarantor’s pro rata portion of such payment based on the
respective net assets of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP.




Article 11




Miscellaneous




          SECTION 11.01. Trust Indenture Act Controls. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.




          SECTION 11.02. Notices. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail addressed as follows:



if to the Company or any Guarantor:



CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067



Attention of General Counsel



if to the Trustee:



U.S. Bank National Association

150 Fourth Avenue North, 2nd Floor










 



78

Nashville, TN 37219



Attention of Corporate Trust Services




          The Company, any Guarantor or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.




          Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder
at the Securityholder’s address as it appears on the registration books of the Registrar and shall
be sufficiently given if so mailed within the time prescribed.




          Failure to mail a notice or communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it.




          SECTION 11.03. Communication by Holders with Other Holders. Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under
this Indenture or the Securities. The Company, any Guarantor, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c).




          SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:





     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.



          SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this Indenture
shall include:





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




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









 



79



     (3) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




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



          SECTION 11.06. When Securities Disregarded. In determining whether the Holders of
the required principal amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company shall be disregarded and deemed not
to be outstanding, except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities which the Trustee
knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.




          SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or at a meeting of Securityholders. The Registrar and the Paying
Agent may make reasonable rules for their functions.




          SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period. If a regular record date is a Legal Holiday, the record date shall not be
affected.




          SECTION 11.09. Governing Law. This Indenture and the Securities shall be governed
by, and construed in accordance with, the laws of the State of New York.




          SECTION 11.10. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture or of such Guarantor under its
Guaranty or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder shall waive and
release all such liability. The waiver and release shall be part of the consideration for the
issue of the Securities.




          SECTION 11.11. Successors. All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.




          SECTION 11.12. Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.










 



80


          SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.




[Remainder of Page Intentionally Left Blank]










 




81


     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above.



	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.
 	 
	 	       By:  	/s/ W. Larry Cash 
	 
	 	 	Name:  	W. Larry Cash 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 










 



82

	 	 	 	 	 
	 	Centre Hospital Corporation

Cullman Hospital Corporation

Foley Hospital Corporation

Fort Payne Hospital Corporation

Greenville Hospital Corporation

Forrest City Arkansas Hospital Company, LLC

Forrest City Clinic Company, LLC

Forrest City Hospital Corporation

Phillips Hospital Corporation

Payson Hospital Corporation

Chesterfield/Marlboro, L.P.

CHHS Holdings, LLC

Cleveland Regional Medical Center, L.P.

Community GP Corp.

Community Health Investment Corporation

Community Health Systems, Inc.

Community LP Corp.

Fallbrook Hospital Corporation

FWCT-1 Acquisition Corporation

Hallmark Healthcare Corporation

Hospital of Barstow, Inc.

Lancaster Hospital Corporation

National Healthcare of Cleveland, Inc.

National Healthcare of Cullman, Inc.

National Healthcare of Decatur, Inc.

National Healthcare of Hartselle, Inc.

National Healthcare of Leesville, Inc.

National Healthcare of Mt. Vernon, Inc.

National Healthcare of Newport, Inc.

NWI Hospital Holdings, LLC

Pennsylvania Hospital Company, LLC

Phoenixville Hospital Company, LLC

Pottstown Hospital Company, LLC

Ruston Hospital Corporation

Ruston Louisiana Hospital Company, LLC

Watsonville Hospital Corporation

Webb Hospital Corporation

 	 
	 	By:  	/s/ James W. Doucette
 
	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and

Treasurer 	 
	 




[SIGNATURE PAGES CONTINUED]











 



83

	 	 	 	 	 
	 	Webb Hospital Holdings, LLC

Fannin Regional Hospital, Inc.

Anna Hospital Corporation

Galesburg Hospital Corporation

Granite City Hospital Corporation

Granite City Illinois Hospital Company, LLC

Marion Hospital Corporation

Red Bud Hospital Corporation

Red Bud Illinois Hospital Company, LLC

Waukegan Hospital Corporation

Waukegan Illinois Hospital Company, LLC

Hospital of Fulton, Inc.

Hospital of Louisa, Inc.

Jackson Hospital Corporation

Emporia Hospital Corporation

Farmington Hospital Corporation

Farmington Missouri Hospital Company, LLC

Kirksville Hospital Corporation

Moberly Hospital, Inc.

Williamston Hospital Corporation

Salem Hospital Corporation

Deming Hospital Corporation

Roswell Hospital Corporation

San Miguel Hospital Corporation

Kay County Hospital Corporation

Kay County Oklahoma Hospital Company, LLC

CHS Berwick Hospital Corporation

Clinton Hospital Corporation

Coatesville Hospital Corporation

Northampton Hospital Corporation

Sunbury Hospital Corporation

West Grove Hospital Corporation

Brownsville Hospital Corporation

Cleveland Hospital Corporation

 	 
	 	By:  	/s/ James W. Doucette
 
	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and

Treasurer 	 
	 




[SIGNATURE PAGES CONTINUED]











 



84

	 	 	 	 	 
	 	Dyersburg Hospital Corporation

Hospital of Morristown, Inc.

Jackson Hospital Corporation

Jackson, Tennessee Hospital Company, LLC

Lakeway Hospital Corporation

Lexington Hospital Corporation

Martin Hospital Corporation

McKenzie Hospital Corporation

McNairy Hospital Corporation

Shelbyville Hospital Corporation

Sparta Hospital Corporation

Big Bend Hospital Corporation

Big Spring Hospital Corporation

Granbury Hospital Corporation

Jourdanton Hospital Corporation

NHCI of Hillsboro, Inc.

Weatherford Hospital Corporation

Weatherford Texas Hospital Company, LLC

Tooele Hospital Corporation

Franklin Hospital Corporation

Petersburg Hospital Company, LLC

Russell County Medical Center, Inc.

Virginia Hospital Company, LLC

Oak Hill Hospital Corporation

Evanston Hospital Corporation

 	 
	 	By:  	/s/ James W. Doucette
 
	 
	 	 	Name:  	James W. Doucette 	 
	 	 	Title:  	Vice President, Finance and

Treasurer 	 
	 




[SIGNATURE PAGES CONTINUED]











 



85

	 	 	 	 	 
	 	CHS Holdings Corp.

Hallmark Holdings Corp.

 	 
	 	By:  	/s/ Kathleen Fritz
 
	 
	 	 	Name:  	Kathleen Fritz 	 
	 	 	Title:  	President 	 
	 




[SIGNATURE PAGES CONTINUED]











 



86

	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	      By:  	/s/ Wally Jones
 
	 
	 	 	Name:  	Wally Jones 	 
	 	 	Title:  	Assistant Vice President 	 
	 














 



84

	 	 	 	 	 




RULE 144A/REGULATION S/IAI APPENDIX




PROVISIONS RELATING TO INITIAL SECURITIES,

PRIVATE EXCHANGE SECURITIES

AND EXCHANGE SECURITIES





     1. Definitions



     1.1 Definitions



     For the purposes of this Appendix the following terms shall have the meanings indicated below:



          “Additional Securities” means Securities (other than the Initial Securities issued on the
Issue Date) issued under this Indenture, as part of the same series as the Initial Securities
issued on the Issue Date.




          “Applicable Procedures” means, with respect to any transfer or transaction involving a
Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of
the Depository for such a Temporary Regulation S Global Security, to the extent applicable to such
transaction and as in effect from time to time.




          “Definitive Security” means a certificated Initial Security or Exchange Security or Private
Exchange Security bearing, if required, the appropriate restricted securities legend set forth in
Section 2.3(e).




          “Depository” means The
Depository Trust Company, its nominees and their respective successors.




          “Distribution Compliance Period”, with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (i) the day on which such Securities are
first offered to Persons other than distributors (as defined in Regulation S under the Securities
Act) in reliance on Regulation S and (ii) the issue date with respect to such Securities.




          “Exchange Securities” means
(1) the 87/8% Senior Notes Due 2015 issued pursuant to the
Indenture in connection with a Registered Exchange Offer and (2) Additional Securities, if any,
issued pursuant to a registration statement filed with the SEC under the Securities Act.




          “IAI” means an institutional “accredited investor”, as defined in Rule 501(a)(1), (2), (3) and
(7) of Regulation D under the Securities Act.




          “Initial Purchasers” means (1) with respect to the Initial Securities issued on the Issue
Date, Credit Suisse Securities (USA) LLC, Wachovia Capital Markets, LLC, J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., GE Capital
Markets, Inc., Goldman, Sachs & Co.,










 



85



SunTrust Capital Markets, Inc., ABN AMRO Incorporated, Barclays Capital Inc., Calyon
Securities (USA) Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., NatCity
Investments, Inc., Scotia Capital (USA) Inc. and UBS Securities LLC and (2) with respect to each
issuance of Additional Securities, the Persons purchasing such Additional Securities under the
related Purchase Agreement.




          “Initial Securities” means
 (1) $3,021,331,000, aggregate principal amount of 87/8%
Senior Notes Due 2015 issued on the Issue Date and (2) Additional Securities, if any, issued in a
transaction exempt from the registration requirements of the Securities Act.




          “Private Exchange” means the offer by the Company, pursuant to a Registration Rights
Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange
for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a
like aggregate principal amount of Private Exchange Securities.




          “Private Exchange Securities” means any
87/8% Senior Notes Due 2015 issued in
connection with a Private Exchange.




          “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue
Date, the Purchase Agreement dated June 27, 2007, among the Company, the Guarantors and the Initial
Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement
or underwriting agreement among the Company, the Guarantors and the Persons purchasing such
Additional Securities.




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




          “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights
Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in
exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.




          “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the
Issue Date, the Registration Rights Agreement dated July 25, 2007, among the Company, the
Guarantors and the Initial Purchasers and (2) with respect to each issuance of Additional
Securities issued in a transaction exempt from the registration requirements of the Securities Act,
the registration rights agreement, if any, among the Company and the Persons purchasing such
Additional Securities under the related Purchase Agreement.




          “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A.




          “Securities” means the Initial Securities, the Exchange Securities and the Private Exchange
Securities, treated as a single class.










 



86


          “Securities Act” means the Securities Act of 1933.




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




          “Shelf Registration Statement” means the registration statement issued by the Company in
connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to
a Registration Rights Agreement.




          “Transfer Restricted Securities” means Securities that bear or are required to bear the legend
relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e)
hereof.




1.2 Other Definitions




	 	 	 	 	 	 	 
	 	 	 	 	Defined
	 	 	 	 	in
	 	 	Term	 	Section:   
	 

	 	“Agent Members”
	 	 	2.1	(b)
	 
	 	 	 	 	 	 
	 

	 	“Global Securities”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“IAI Global Security”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Permanent Regulation S Global Security”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Regulation S”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Regulation S Global Security”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Rule 144A”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Rule 144A Global Security”
	 	 	2.1	(a)
	 
	 	 	 	 	 	 
	 

	 	“Temporary Regulation S Global Security”
	 	 	2.1	(a)






     2. The Securities.



     2.1 (a) Form and Dating. The Initial Securities will be offered and sold by the
Company pursuant to a Purchase Agreement. The Initial Securities will be resold initially only to
(i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other
than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act
(“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs
and purchasers in reliance on









 



87



Regulation S, subject to the restrictions on transfer set forth
herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the
form of one or more permanent global Securities in definitive, fully registered form (collectively,
the “Rule 144A Global Security”); Initial Securities initially resold to IAIs shall be issued
initially in the form of one or more permanent global Securities in definitive, fully registered
form (collectively, the “IAI Global Security”); and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary global securities in
fully registered form (collectively, the “Temporary Regulation S Global Security”), in each case
without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be
deposited on behalf of the purchasers of the Initial Securities represented thereby with the
Securities Custodian and registered in the name of the Depository or a nominee of the Depository,
duly executed by the Company and authenticated by the Trustee as provided in this Indenture.
Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary
Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global
Security, the IAI Global Security, a permanent global security (the “Permanent Regulation S Global
Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global
Security”) or any other Security prior to the expiration of the Distribution Compliance Period and
then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in
a Rule 144A Global Security, an IAI Global Security or the Permanent Regulation S Global Security
only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial
ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S.
persons or U.S. persons who purchased such interests in a transaction that did not require
registration under the Securities Act and (ii) in the case of an exchange for an IAI Global
Security, certification that the interest in the Temporary Regulation S Global Security is being
transferred to an institutional “accredited investor” under the Securities Act that is an
institutional accredited investor acquiring the securities for its own account or for the account
of an institutional accredited investor.



          Beneficial interests in Temporary Regulation S Global Securities or IAI Global Securities may
be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection
with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial
interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable,
first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the
effect that the beneficial interest in the Temporary Regulation S Global Security or the IAI Global
Security, as applicable, is being transferred to a Person (a) who the transferor reasonably
believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction
meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of
the States of the United States and other jurisdictions.




          Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global
Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in
connection with a transfer of the securities in compliance with an exemption under the Securities
Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as
applicable, first delivers to the trustee a







 



88




written certificate (substantially in the form of
Exhibit 2) to the effect that the Regulation S Global Security or Rule 144A Global Security, as
applicable, is being transferred (a) to an “accredited investor” within the meaning of
501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the
securities for its own account or for the account of such an institutional accredited investor, in
each case in a minimum principal amount of the securities of $250,000, for investment purposes and
not with a view to or for offer or sale in connection with any distribution in violation of the
Securities Act and (b) in accordance with all applicable securities laws of the States of the
United States and other jurisdictions.




          Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be
transferred to a Person who takes delivery in the form of an interest in a Regulation S Global
Security, whether before or after the expiration of the Distribution Compliance Period, only if the
transferor first delivers to the Trustee a written certificate (in the form provided in the
Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of
Regulation S or Rule 144 (if applicable).




          The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global
Security and the Permanent Regulation S Global Security are collectively referred to herein as
“Global Securities”. The aggregate principal amount of the Global Securities may from time to time
be increased or decreased by adjustments made on the records of the Trustee and the Depository or
its nominee as hereinafter provided.




          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security
deposited with or on behalf of the Depository.




          The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b),
authenticate and deliver initially one or more Global Securities that (a) shall be registered in
the name of the Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such
Depository’s instructions or held by the Trustee as custodian for the Depository.




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







 



89




          (c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or
2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical
delivery of Definitive Securities.




     2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue
Date, an aggregate principal amount of $3,021,331,000 87/8% Senior Notes Due 2015, (2) any
Additional Securities for an original issue in an aggregate principal amount specified in the
written order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Securities
or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial
Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer
or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to
be authenticated and the date on which the original issue of Securities is to be authenticated and,
in the case of any issuance of Additional Securities pursuant to Section 2.13 of the Indenture,
shall certify that such issuance is in compliance with Section 4.03 of the Indenture.



          2.3 Transfer and Exchange.




          (a) Transfer and Exchange of Definitive Securities. When Definitive Securities are
presented to the Registrar with a request:




          (x) to register the transfer of such Definitive Securities; or




          (y) to exchange such Definitive Securities for an equal principal
amount of Definitive Securities of other authorized denominations,



the Registrar shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:





     (i) shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the Holder
thereof or its attorney duly authorized in writing; and




     (ii) if such Definitive Securities are required to bear a restricted securities
legend, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A),
(B) or (C) below, and are accompanied by the following additional information and
documents, as applicable:




     (A) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or









 



90



     (B) if such Definitive Securities are being transferred to the Company, a
certification to that effect; or




     (C) if such Definitive Securities are being transferred (x) pursuant to an
exemption from registration in accordance with Rule 144A, Regulation S or Rule 144
under the Securities Act; or (y) in reliance upon another exemption from the
requirements of the Securities Act: (i) a certification to that effect (in the form
set forth on the reverse of the Security) and (ii) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section
2.3(e)(i).



          (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a
Global Security. A Definitive Security may not be exchanged for a beneficial interest in a
Rule 144A Global Security, an IAI Global Security or a Permanent Regulation S Global Security
except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a
Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:





     (i) certification, in the form set forth on the reverse of the Security, that
such Definitive Security is either (A) being transferred to a QIB in accordance
with Rule 144A, (B) being transferred to an IAI or (C) being transferred after
expiration of the Distribution Compliance Period by a Person who initially
purchased such Security in reliance on Regulation S to a buyer who elects to hold
its interest in such Security in the form of a beneficial interest in the Permanent
Regulation S Global Security; and




     (ii) written instructions directing the Trustee to make, or to direct the
Securities Custodian to make, an adjustment on its books and records with respect
to such Rule 144A Global Security (in the case of a transfer pursuant to clause
(b)(i)(A)), IAI Global Security (in the case of a transfer pursuant to clause
(b)(1)(B)) or Permanent Regulation S Global Security (in the case of a transfer
pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal
amount of the Securities represented by the Rule 144A Global Security, IAI Global
Security or Permanent Regulation S Global Security, as applicable, such
instructions to contain information regarding the Depository account to be credited
with such increase,


then the Trustee shall cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and procedures existing between
the Depository and the Securities Custodian, the aggregate principal amount of Securities
represented by the Rule 144A Global Security, IAI Global Security or Permanent Regulation S Global
Security, as applicable, to be increased by the aggregate principal amount of the Definitive
Security to be exchanged and shall credit or cause to







 




91



be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global Security, IAI Global
Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of
the Definitive Security so canceled. If no Rule 144A Global Securities, IAI Global Securities or
Permanent Regulation S Global Securities, as applicable, are then outstanding, the Company shall
issue and the Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate of the Company, a new Rule 144A Global Security, IAI Global Security or
Permanent Regulation S Global Security, as applicable, in the appropriate principal amount.





     (c) Transfer and Exchange of Global Securities.




     (i) The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depository, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and the
procedures of the Depository therefor. A transferor of a beneficial interest in a
Global Security shall deliver to the Registrar a written order given in accordance
with the Depository’s procedures containing information regarding the participant
account of the Depository to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions instruct the
Depository to credit to the account of the Person specified in such instructions a
beneficial interest in the Global Security and to debit the account of the Person
making the transfer the beneficial interest in the Global Security being
transferred.




     (ii) If the proposed transfer is a transfer of a beneficial interest in one
Global Security to a beneficial interest in another Global Security, the Registrar
shall reflect on its books and records the date and an increase in the principal
amount of the Global Security to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and the
Registrar shall reflect on its books and records the date and a corresponding
decrease in the principal amount of the Global Security from which such interest is
being transferred.




     (iii) Notwithstanding any other provisions of this Appendix (other than the
provisions set forth in Section 2.4), a Global Security may not be transferred as a
whole except by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.




     (iv) In the event that Global Security is exchanged for Definitive Securities
pursuant to Section 2.4 of this Appendix, prior to the consummation of a Registered
Exchange Offer or the effectiveness of a Shelf Registration Statement with respect
to such Securities, such Securities may be exchanged only in accordance with such
procedures as









 



92



are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the Initial
Securities intended to ensure that such transfers comply with Rule 144A, Regulation
S or another applicable exemption under the Securities Act, as the case may be) and
such other procedures as may from time to time be adopted by the Company.



          (d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the
Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global
Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures
and only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other
than a transaction resulting in an exchange for an interest in a
Permanent Regulation S Global Security), and (iii) pursuant to an
effective registration statement under the Securities Act, in each case in accordance with any
applicable securities laws of any State of the United States.




          (e) Legend.





     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each
Security certificate evidencing the Global Securities (and all Securities issued in
exchange therefor or in substitution thereof), in the case of Securities offered
otherwise than in reliance on Regulation S shall bear a legend in substantially the
following form:




THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.




THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN









 



93



“ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS
THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



     Each certificate evidencing a Security offered in reliance on Regulation S shall, in
addition to the foregoing, bear a legend in substantially the following form:




THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.



     Each Definitive Security shall also bear the following additional legend:




IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER









 



94



AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.




     (ii) Upon any sale or transfer of a Transfer Restricted Security (including
any Transfer Restricted Security represented by a Global Security) pursuant to Rule
144 under the Securities Act, the Registrar shall permit the transferee thereof to
exchange such Transfer Restricted Security for a certificated Security that does
not bear the legend set forth above and rescind any restriction on the transfer of
such Transfer Restricted Security, if the transferor thereof certifies in writing
to the Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Security).




     (iii) After a transfer of any Initial Securities or Private Exchange
Securities pursuant to and during the period of the effectiveness of a Shelf
Registration Statement with respect to such Initial Securities or Private Exchange
Securities, as the case may be, all requirements pertaining to legends on such
Initial Security or such Private Exchange Security will cease to apply, the
requirements requiring any such Initial Security or such Private Exchange Security
issued to certain Holders be issued in global form will cease to apply, and a
certificated Initial Security or Private Exchange Security or an Initial Security
or Private Exchange Security in global form, in each case without restrictive
transfer legends, will be available to the transferee of the Holder of such Initial
Securities or Private Exchange Securities upon exchange of such transferring
Holder’s certificated Initial Security or Private Exchange Security or directions
to transfer such Holder’s interest in the Global Security, as applicable.




     (iv) Upon the consummation of a Registered Exchange Offer with respect to the
Initial Securities, all requirements pertaining to such Initial Securities that
Initial Securities issued to certain Holders be issued in global form will still
apply with respect to Holders of such Initial Securities that do not exchange their
Initial Securities, and Exchange Securities in certificated or global form, in each
case without the restricted securities legend set forth in Exhibit 1 hereto will be
available to Holders that exchange such Initial Securities in such Registered
Exchange Offer.




     (v) Upon the consummation of a Private Exchange with respect to the Initial
Securities, all requirements pertaining to such Initial Securities that Initial
Securities issued to certain Holders be issued in global form will still apply with
respect to Holders of such Initial Securities that do not exchange their Initial
Securities, and Private Exchange Securities in global form with the global
securities legend and the applicable restricted securities legend set forth in
Exhibit 1 hereto will









 



95



be available to Holders that exchange such Initial Securities
in such Private Exchange.



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




          (g) No Obligation of the Trustee.





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




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



          2.4 Definitive Securities.










 



96




          (a) A Global Security deposited with the Depository or with the Trustee as Securities
Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners
thereof in the form of Definitive Securities in an aggregate principal amount equal to the
principal amount of such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for such Global Security and the Depository fails to
appoint a successor depository or if at any time such Depository ceases to be a “clearing agency”
registered under the Exchange Act, in either case, and a successor depository is not appointed by
the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is
continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of Definitive Securities under this Indenture.




          (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal
corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global Security transferred
pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations
of $2,000 principal amount and any greater integral multiple of $1,000 and registered in such names
as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in
the Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof, bear
the applicable restricted securities legend and definitive securities legend set forth in Exhibit 1
hereto.




          (c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global
Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Securities.




          (d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the
Company shall promptly make available to the Trustee a reasonable supply of Definitive Securities
in definitive, fully registered form without interest coupons. In the event that such Definitive
Securities are not issued, the Company expressly acknowledges, with respect to the right of any
Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial
owner of Securities to pursue such remedy with respect to the portion of the Global Security that
represents such beneficial owner’s Securities as if such Definitive Securities had been issued.










 



 


EXHIBIT 1

to

RULE 144A/REGULATION S/IAI APPENDIX




[FORM OF FACE OF INITIAL SECURITY]




[Global Securities Legend]




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




          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




          [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR
COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS
DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF
SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]




[Restricted Securities Legend for Securities offered otherwise than in Reliance on Regulation S]




          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY







 



2




BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.




          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7)
UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE
FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




[Restricted Securities Legend for Securities Offered in Reliance on Regulation S.]




          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN
TO THEM IN REGULATION S UNDER THE SECURITIES ACT.




[Temporary Regulation S Global Security Legend]




          EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT







 



3




REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES
REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE
EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR
U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED
(I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE, IF THEN APPLICABLE.




          AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL
SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN
COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS
TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT
THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO
IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.




          AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL SECURITY
ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH
AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY
FIRST DELIVERS TO THE TRUSTEE







 



4




A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE
REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.




          BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL
SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY
IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF
REGULATION S OR RULE 144 (IF AVAILABLE).




[Definitive Securities Legend]




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.










 



5





	 	 	 
	No.                    

	 	$                     






8 7/8% Senior Notes Due 2015




          CHS/Community Health Systems, Inc., a Delaware corporation, promises to pay to                     , or registered assigns, the principal sum of                     Dollars on Jul
y 15, 2015.




          Interest Payment Dates: January 15 and July 15.




          Record Dates: January 1 and July 1.




          Additional provisions of this Security are set forth on the other side of this Security.











 





 6




Dated:




	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



7

This is one of the Securities referred
to in the within-mentioned Indenture.




	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,
	 

	 	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 












 



8


[FORM OF REVERSE SIDE OF INITIAL SECURITY]




87/8% Senior Note Due 2015




1. Interest




          CHS/Community Health Systems, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal amount of this Security at the rate per annum
shown above; provided, however, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate
of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration Default occurs up to a maximum
additional interest rate of 1.00%) from and including the date on which any such Registration
Default shall occur to but excluding the date on which all Registration Defaults have been cured.
The Company will pay interest semiannually on January 15 and July 15 of each year, commencing
January 15, 2008. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from July 25, 2007. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on
overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest
on overdue installments of interest at the same rate to the extent lawful.




2. Method of Payment




          The Company will pay interest on the Securities (except defaulted interest) to the Persons who
are registered holders of Securities at the close of business on the January 1 or July 1 next
preceding the interest payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the accounts specified by
the Depository. The Company will make all payments in respect of a certificated Security
(including principal, premium and interest) by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on a certificated Security will be
made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice to the Trustee or
the Paying Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee may accept in its
discretion).










 



9




3. Paying Agent and Registrar




          Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.




4. Indenture




          The Company issued the Securities under an Indenture dated as of July 25, 2007 (“Indenture”),
among the Company, the Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and
not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of
those terms.




          The Securities are unsecured senior obligations of the Company. The Company shall be
entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional
Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued
in exchange therefor will be treated as a single class for all purposes under the Indenture. The
Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur
additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock;
make investments; issue or sell capital stock of subsidiaries; engage in transactions with
affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially
all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions.
These covenants are subject to important exceptions and qualifications.




5. Optional Redemption




          Except as set forth below, the Company shall not be entitled to redeem the Securities at its
option prior to July 15, 2011.




          On and after July 15, 2011, the Company shall be entitled at its option to redeem all or a
portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed in percentages of principal amount on the redemption date), plus accrued interest
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during the 12-month period
commencing on July 15 of the years set forth below:










 



10




	 	 	 	 	 
	 	 	Redemption
	Period	 	Price
	2011
	 	 	104.438	%
	2012
	 	 	102.219	%
	2013 and thereafter
	 	 	100.000	%






          In addition, prior to July 15, 2010, the Company shall be entitled at its option on one or
more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate
principal amount not to exceed 35% of the aggregate principal amount of the Securities (which
includes Additional Securities, if any) originally issued at a redemption price (expressed as a
percentage of principal amount) of 108.875%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the
Public Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal
to the amount required to redeem any such Securities is contributed to the equity capital of the
Company); provided, however, that (1) at least 65% of such aggregate principal
amount of Securities (which includes Additional Securities, if any) remains outstanding immediately
after the occurrence of each such redemption (other than Securities held, directly or indirectly,
by the Company or its Subsidiaries); and (2) each such redemption occurs within 90 days after the
date of the related Public Equity Offering.




          Prior to July 15, 2011, the Company shall be entitled at its option to redeem all or a portion
of the Securities at a redemption price equal to 100% of the principal amount of the Securities
plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject
to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date). The Company shall cause notice of such redemption to be mailed by
first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior
to the redemption date.




6. Notice of Redemption




          Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered address. Securities
in denominations larger than $2,000 principal amount may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on
all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Securities (or such portions thereof) called for
redemption.




7. Put Provisions




          Upon a Change of Control, any Holder of Securities will have the right to cause the Company to
repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders









 



11



of record on the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.



8. Guaranty




          The payment by the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors
to the extent set forth in the Indenture.




9. Denominations; Transfer; Exchange




          The Securities are in registered form without coupons in denominations of $2,000 principal
amount and any greater integral multiple of $1,000. A Holder may transfer or exchange Securities
in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment date.




10. Persons Deemed Owners




          The registered Holder of this Security may be treated as the owner of it for all purposes.




11. Unclaimed Money




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its request unless an abandoned property
law designates another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.




12. Discharge and Defeasance




          Subject to certain conditions, the Company at any time shall be entitled to terminate some or
all of its obligations under the Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.




13. Amendment; Waiver




          Subject to certain exceptions set forth in the Indenture, (a) the Indenture and the Securities
may be amended or supplemented with the written consent of the Holders of at least a majority in
principal amount outstanding of the Securities and (b) any default or noncompliance with any
provision may be waived with the written









 



12



consent of the Holders of a majority in principal amount outstanding of the Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company, the Guarantors and the Trustee shall be entitled to amend or
supplement the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add guarantees with respect
to the Securities, including Guaranties, or to secure the Securities, or to add additional
covenants or surrender rights and powers conferred on the Company or the Guarantors, or to comply
with any requirement of the SEC in connection with qualifying the Indenture under the Act, or to
make any change that does not adversely affect the rights of any Securityholder, or to make
amendments to provisions of the Indenture relating to the form, authentication, transfer and
legending of the Securities.



14. Defaults and Remedies




          Under the Indenture, Events of Default include (a) default for 30 days in payment of interest
on the Securities; (b) default in payment of principal on the Securities at maturity, upon
redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by
the Company to purchase Securities when required; (c) failure by the Company, Parent or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay
within any grace period after final maturity) of other Indebtedness of the Company and Significant
Subsidiaries if the amount accelerated (or so unpaid) exceeds $100 million; (e) certain events of
bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain
judgments or decrees for the payment of money in excess of $100 million; and (g) certain defaults
with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable immediately upon the
occurrence of such Events of Default.




          Securityholders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in the interest of
the Holders.




15. Trustee Dealings with the Company




          Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the









 



13



Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.



16. No Recourse Against Others




          A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not
have any liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.




17. Authentication




          This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.




18. Abbreviations




          Customary abbreviations may be used in the name of a Securityholder or an assignee, such as
TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act).




19. CUSIP Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




20. Holders’ Compliance with Registration Rights Agreement.




          Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.




21. Governing Law.




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.










 



14




          The Company will furnish to any Securityholder upon written request and without charge to the
Security holder a copy of the Indenture which has in it the text of this Security in larger type.
Requests may be made to:





CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067




Attention: General Counsel









 



15


ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




     [Print or type assignee’s name, address and zip code]



     [Insert assignee’s soc. sec. or tax I.D. No.]


and irrevocably appoint               agent to transfer this Security on the books of
the Company. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 




Sign exactly as your name appears on the other side of this Security.



In connection with any transfer of any of the Securities evidenced by this certificate occurring
prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the
later of the date of original issuance of such Securities and the last date, if any, on which such
Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that
such Securities are being transferred in accordance with its terms:




	 	 	 	 	 	 	 	 	 
	CHECK ONE BOX BELOW
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	 ̈
	 	to the Company; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(2	)	 	 ̈
	 	pursuant to an effective registration statement under the Securities
Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(3	)	 	 ̈
	 	inside the United States to a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule 144A, in each case pursuant to
and in compliance with Rule 144A under the Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(4	)	 	 ̈
	 	outside the United States in an offshore transaction within the
meaning of Regulation S under the Securities Act in compliance with Rule 904 under the
Securities Act of 1933; or












 



16


	 	 	 	 	 	 	 	 	 
	 

	 	 	(5	)	 	 ̈
	 	pursuant to the exemption from registration provided by Rule 144
under the Securities Act of 1933; or
	 
	 	 	 	 	 	 	 	 
	 

	 	 	(6	)	 	 ̈
	 	to an institutional “accredited investor” (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act of 1933) that has furnished to the
Trustee a signed letter containing certain representations and agreements.
	 
	 	 	 	 	 	 	 	 
	 	 	Unless one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in the name of any person other than the
registered holder thereof; provided, however, that if box (4) is checked,
the Trustee shall be entitled to require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities
Act of 1933, such as the exemption provided by Rule 144 under such Act.







	 	 	 	 	 
	 	 	 
	 

	 	Signature
	 	 
	 	 	 	 	 
	Signature Guarantee:	 	 







	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Signature must be guaranteed
	 	Signature
	 	 






     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 










 



17


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.




          The undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 	 	 	 	 
	   Dated:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Notice: To be executed by an executive officer













 



18


[TO BE ATTACHED TO GLOBAL SECURITIES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Principal amount of
	 	Signature of
	 

	 	Amount of decrease
	 	Amount of increase in
	 	this Global Security
	 	authorized officer of
	Date of

	 	in Principal amount of
	 	Principal amount of
	 	following such
	 	Trustee or Securities
	Exchange

	 	this Global Security
	 	this Global Security
	 	decrease or increase
	 	Custodian












 



19


OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company pursuant to Section 4.06
or 4.09 of the Indenture, check the box: o




          If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 or 4.09 of the Indenture, state the amount in principal amount:
$                    




	 	 	 	 	 	 	 	 	 	 	 
	     Dated:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Security.)	 	 






	 	 	 
	     Signature Guarantee:
	 	 
	 

	 	 





          (Signature must be guaranteed)




     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.









 



 


EXHIBIT A




[FORM OF FACE OF EXCHANGE SECURITY



OR PRIVATE EXCHANGE SECURITY]*/**/






 




			
	*/	 	If the Security is to be issued in global form add the Global Securities Legend from
Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL
SECURITIES] — SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.
	 
	**/	 	If the Security is a Private Exchange Security issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with
the Assignment Form included in such Exhibit 1.










 



2






			
	
	 	 
	No.                    
	 	$     






87/8% Senior Notes Due 2015




     CHS/Community Health Systems, Inc., a Delaware corporation, promises to pay
to      , or registered assigns, the principal sum of                      Dollars on July
15, 2015.



     Interest Payment Dates: January 15 and July 15.



     Record Dates: January 1 and July 1.



     Additional provisions of this Security are set forth on the other side of this Security.









 



3


Dated:




	 	 	 	 	 
	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



4

This is one of the Securities referred
to in the within-mentioned Indenture.




	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,
	 

	 	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 












 



5


[FORM OF REVERSE SIDE OF EXCHANGE SECURITY



OR PRIVATE EXCHANGE SECURITY]




87/8% Senior Note Due 2015




1. Interest




     CHS/Community Health Systems, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), promises to pay interest on the principal amount of this Security at the rate per annum
shown above[; provided, however, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate
of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration Default occurs up to a maximum
additional interest rate of 1.00%) from and including the date on which any such Registration
Default shall occur to but excluding the date on which all Registration Defaults have been
cured.]1 The Company will pay interest semiannually on January 15 and July 15 of each
year, commencing January 15, 2008. Interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from July 25, 2007.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will
pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it
will pay interest on overdue installments of interest at the same rate to the extent lawful.



2. Method of Payment




     The Company will pay interest on the Securities (except defaulted interest) to the Persons who
are registered holders of Securities at the close of business on the January 1 or July 1 next
preceding the interest payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Securities represented by a Global Security (including principal, premium and
interest) will be made by wire transfer of immediately available funds to the accounts specified by
The Depository Trust Company. The Company will make all payments in respect of a certificated
Security (including principal, premium and interest) by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on a certificated Security
will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than





 




			
	1	 	Insert if at the date of issuance of the Exchange
Security or Private Exchange Security (as the case may be) any Registration
Default has occurred with respect to the related Initial Securities during the
interest period in which such date of issuance occurs.










 



6





30 days immediately preceding the relevant due date for payment (or such other date as the
Trustee may accept in its discretion).




3. Paying Agent and Registrar




     Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.



4. Indenture




     The Company issued the Securities under an Indenture dated as of July 25, 2007 (“Indenture”),
among the Company, the Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The Securities are subject to all such terms, and Securityholders are referred
to the Indenture and the Act for a statement of those terms.



     The Securities are unsecured senior obligations of the Company. The Company shall be
entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional
Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued
in exchange therefor will be treated as a single class for all purposes under the Indenture. The
Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur
additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock;
make investments; issue or sell capital stock of subsidiaries; engage in transactions with
affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict
dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially
all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions.
These covenants are subject to important exceptions and qualifications.



5. Optional Redemption




     Except as set forth below, the Company shall not be entitled to redeem the Securities at its
option prior to July 15, 2011.



     On and after July 15, 2011, the Company shall be entitled at its option to redeem all or a
portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed in percentages of principal amount, on the redemption date) plus accrued interest
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during the 12-month period
commencing on July 15 of the years set forth below:









 



7


	 	 	 	 	 
	 	 	Redemption
	Period	 	Price
	2011
	 	 	104.438	%
	2012
	 	 	102.219	%
	2013 and thereafter
	 	 	100.000	%






     In addition, prior to July 15, 2010, the Company shall be entitled at its option on one or
more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate
principal amount not to exceed 35% of the aggregate principal amount of the Securities (which
includes Additional Securities, if any) originally issued at a redemption price (expressed as a
percentage of principal amount) of 108.875%, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds from one or more Public Equity Offerings (provided that if the
Public Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal
to the amount required to redeem any such Securities is contributed to the equity capital of the
Company); provided, however, that (1) at least 65% of such aggregate principal
amount of Securities (which includes Additional Securities, if any) remains outstanding immediately
after the occurrence of each such redemption (other than Securities held, directly or indirectly,
by the Company or its Subsidiaries); and (2) each such redemption occurs within 90 days after the
date of the related Public Equity Offering.



          Prior to July 15, 2011, the Company shall be entitled at its option to redeem all or a portion
of the Securities at a redemption price equal to 100.00% of the principal amount of the Securities
plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject
to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date). The Company shall cause notice of such redemption to be mailed by
first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior
to the redemption date.




6. Notice of Redemption




     Notice of redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered address. Securities
in denominations larger than $2,000 principal amount may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on
all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are satisfied, on and
after such date interest ceases to accrue on such Securities (or such portions thereof) called for
redemption.



7. Put Provisions




     Upon a Change of Control, any Holder of Securities will have the right to cause the Company to
repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued interest to the date of
repurchase (subject to the right of holders of record on the









 



8



relevant record date to receive interest due on the related interest payment date) as provided
in, and subject to the terms of, the Indenture.



8. Guaranty




     The payment by the Company of the principal of, and premium and interest on, the Securities is
fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors
to the extent set forth in the Indenture.



9. Denominations; Transfer; Exchange




     The Securities are in registered form without coupons in denominations of $2,000 principal
amount and any greater integral multiple of $1,000. A Holder may transfer or exchange Securities
in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment date.



10. Persons Deemed Owners




     The registered Holder of this Security may be treated as the owner of it for all purposes.



11. Unclaimed Money




     If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its request unless an abandoned property
law designates another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.



12. Discharge and Defeasance




     Subject to certain conditions, the Company at any time shall be entitled to terminate some or
all of its obligations under the Securities and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.



13. Amendment; Waiver




     Subject to certain exceptions set forth in the Indenture, (1) the Indenture and the Securities
may be amended or supplemented with the written consent of the Holders of at least a majority in
principal amount outstanding of the Securities and (2) any default or noncompliance with any
provision may be waived with the written consent of the









 



9



Holders of a majority in principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the
Guarantors and the Trustee shall be entitled to amend or supplement the Indenture or the Securities
to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities, including Guaranties, or to secure
the Securities, or to add additional covenants or surrender rights and powers conferred on the
Company or the Guarantors, or to comply with any requirement of the SEC in connection with
qualifying the Indenture under the Act, or to make any change that does not adversely affect the
rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the
form, authentication, transfer and legending of the Securities.



14. Defaults and Remedies




     Under the Indenture, Events of Default include (a) default for 30 days in payment of interest
on the Securities; (b) default in payment of principal on the Securities at maturity, upon
redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by
the Company to purchase Securities when required; (c) failure by the Company, Parent or any
Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain
cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay
within any grace period after final maturity) of other Indebtedness of the Company and Significant
Subsidiaries if the amount accelerated (or so unpaid) exceeds $100 million; (e) certain events of
bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain
judgments or decrees for the payment of money in excess of $100 million; and (g) certain defaults
with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable immediately upon the
occurrence of such Events of Default.



     Securityholders may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in the interest of
the Holders.



15. Trustee Dealings with the Company




     Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the









 



10



Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.



16. No Recourse Against Others




     A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not
have any liability for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Security, each Securityholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.



17. Authentication




          This Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Security.




18. Abbreviations




          Customary abbreviations may be used in the name of a Securityholder or an assignee, such as
TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act).




19. CUSIP Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




[20. Holders’ Compliance with Registration Rights Agreement




          Each Holder of a Security, by acceptance hereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided therein.]2






 




			
	2	 	Delete if this Security is not being issued in
exchange for an Initial Security.










 



11






21. Governing Law




          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.




          The Company will furnish to any Securityholder upon written request and without charge to the
Security holder a copy of the Indenture which has in it the text of this Security in larger type.
Requests may be made to:





CHS/Community Health Systems, Inc.

4000 Meridian Boulevard

Franklin, TN 37067





Attention: General Counsel









 



12

 




ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




     [Print or type assignee’s name, address and zip code]



     [Insert assignee’s soc. sec. or tax I.D. No.]


and irrevocably appoint          agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	   Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 




Sign exactly as your name appears on the other side of this Security.










 




 




OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Security purchased by the Company pursuant to Section 4.06
or 4.09 of the Indenture, check the box: o




          If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 or 4.09 of the Indenture, state the amount in principal amount:
$                    




	 	 	 	 	 	 	 	 	 
	     Dated:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Security.)






	 	 	 
	     Signature Guarantee:
	 	 
	 

	 	 





          (Signature must be guaranteed)



Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer
Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.










 




 




EXHIBIT 2 to RULE 144A/REGULATION S/IAI APPENDIX




Form of



Transferee Letter of Representation




CHS/Community Health Systems, Inc.




In care of

U.S. Bank National Association

150 Fourth Avenue North, 2nd Floor

Nashville, TN 37219

Attention of Corporate Trust Services




Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $[     ] principal amount of the
87/8% Senior Notes Due 2015 (the “Securities”) of CHS/Community Health Systems, Inc. (the
“Company”).



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



	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Taxpayer ID Number:	 	 	 
	 

	 	 	 	 	 	 	 	 





     The undersigned represents and warrants to you that:



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



     2. We understand that the Securities have not been registered under the Securities Act and,
unless so registered, may not be sold except as permitted in the following









 



2



sentence. We agree on our own behalf and on behalf of any investor account for which we are
purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that
is two years after the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the
“Resale Restriction Termination Date”) only (i) to the Company, (ii) in the United States to a
person whom the seller reasonably believes is a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional
accredited investor purchasing for its own account or for the account of an institutional
accredited investor, in each case in a minimum principal amount of the Securities of $250,000,
(iv) outside the United States in a transaction complying with the provisions of Rule 904 under the
Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if available) or (vi) pursuant to an effective registration statement under the
Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the
disposition of our property or the property of such investor account or accounts be at all times
within our or their control and in compliance with any applicable state securities laws. The
foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination
Date. If any resale or other transfer of the Securities is proposed to be made pursuant to clause
(iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter
from the transferee substantially in the form of this letter to the Company and the Trustee, which
shall provide, among other things, that the transferee is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is
acquiring such Securities for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right
prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the
Securities pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of
counsel, certifications or other information satisfactory to the Company and the Trustee.



TRANSFEREE:                                        ,




     by: