<PAGE>

                                                                     Exhibit 4.1

================================================================================

                           PROVINCE HEALTHCARE COMPANY

                             SUBORDINATED INDENTURE

                            DATED AS OF MAY 27, 2003

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                   AS TRUSTEE

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.....................................................................           1
Section 1.2. Other Definitions...............................................................          10
Section 1.3. Incorporation by Reference of Trust Indenture Act...............................          10
Section 1.4. Rules of Construction...........................................................          11

                                   ARTICLE II.
                                 THE SECURITIES

Section 2.1. Issuable in Series..............................................................          11
Section 2.2. Establishment of Terms of Series of Securities..................................          12
Section 2.3. Execution and Authentication....................................................          14
Section 2.4. Registrar and Paying Agent......................................................          15
Section 2.5. Paying Agent to Hold Money in Trust.............................................          16
Section 2.6. Securityholder Lists............................................................          16
Section 2.7. Transfer and Exchange...........................................................          16
Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities................................          17
Section 2.9. Outstanding Securities..........................................................          17
Section 2.10. Treasury Securities............................................................          18
Section 2.11. Temporary Securities...........................................................          18
Section 2.12. Cancellation...................................................................          18
Section 2.13. Defaulted Interest.............................................................          19
Section 2.14. Record Date....................................................................          19
Section 2.15. Global Securities..............................................................          19
Section 2.16. CUSIP Numbers..................................................................          20

                                  ARTICLE III.
                                   REDEMPTION

Section 3.1. Notice to Trustee...............................................................          21
Section 3.2. Selection of Securities to Be Redeemed..........................................          21
Section 3.3. Notice of Redemption............................................................          21
Section 3.4. Effect of Notice of Redemption..................................................          22
Section 3.5. Deposit of Redemption Price.....................................................          22
Section 3.6. Securities Redeemed in Part.....................................................          23

                                   ARTICLE IV.
                                    COVENANTS

Section 4.1. Payment of Principal and Interest...............................................          23
Section 4.2. SEC Reports.....................................................................          23
Section 4.3. Compliance Certificate..........................................................          23
</TABLE>

                                        i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
Section 4.4. Stay, Extension and Usury Laws..................................................          24
Section 4.5. Corporate Existence.............................................................          24
Section 4.6. Taxes...........................................................................          24
Section 4.7. Maintenance of Office or Agency.................................................          24

                                   ARTICLE V.
                                   SUCCESSORS

Section 5.1. When Company May Merge, Etc. ...................................................          25
Section 5.2. Successor Corporation Substituted...............................................          25

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.1. Events of Default...............................................................          26
Section 6.2. Acceleration of Maturity; Rescission and Annulment..............................          27
Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee.................          28
Section 6.4. Trustee May File Proofs of Claim................................................          29
Section 6.5. Trustee May Enforce Claims Without Possession of Securities.....................          30
Section 6.6. Application of Money Collected..................................................          30
Section 6.7. Limitation on Suits.............................................................          30
Section 6.8. Unconditional Right of Holders to Receive Principal and Interest................          31
Section 6.9. Restoration of Rights and Remedies..............................................          31
Section 6.10. Rights and Remedies Cumulative.................................................          31
Section 6.11. Delay or Omission Not Waiver...................................................          32
Section 6.12. Control by Holders.............................................................          32
Section 6.13. Waiver of Past Defaults........................................................          32
Section 6.14. Undertaking for Costs..........................................................          33

                                  ARTICLE VII.
                                     TRUSTEE

Section 7.1. Duties of Trustee...............................................................          33
Section 7.2. Rights of Trustee...............................................................          34
Section 7.3. Individual Rights of Trustee....................................................          35
Section 7.4. Trustee's Disclaimer............................................................          35
Section 7.5. Notice of Defaults..............................................................          36
Section 7.6. Reports by Trustee to Holders...................................................          36
Section 7.7. Compensation and Indemnity......................................................          36
Section 7.8. Replacement of Trustee..........................................................          37
Section 7.9. Successor Trustee by Merger, Etc. ..............................................          38
Section 7.10. Eligibility; Disqualification..................................................          38
Section 7.11. Preferential Collection of Claims Against Company..............................          38
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance........................          39
Section 8.2. Legal Defeasance and Discharge..................................................          39
Section 8.3. Covenant Defeasance.............................................................          39
Section 8.4. Conditions to Legal or Covenant Defeasance......................................          40
Section 8.5. Deposited Money and Government Securities to Be Held in Trust; Other
        Miscellaneous Provisions.............................................................          41
Section 8.6. Repayment to Company............................................................          42
Section 8.7. Reinstatement...................................................................          42
Section 8.8. Discharge.......................................................................          42

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

Section 9.1. Without Consent of Holders......................................................          43
Section 9.2. With Consent of Holders.........................................................          44
Section 9.3. Limitations.....................................................................          44
Section 9.4. Compliance with Trust Indenture Act.............................................          45
Section 9.5. Revocation and Effect of Consents...............................................          45
Section 9.6. Notation on or Exchange of Securities...........................................          45
Section 9.7. Trustee to Sign Amendments; Trustee Protected...................................          45

                                   ARTICLE X.
                                  MISCELLANEOUS

Section 10.1. Trust Indenture Act Controls...................................................          46
Section 10.2. Notices........................................................................          46
Section 10.3. Communication by Holders with Other Holders....................................          47
Section 10.4. Certificate and Opinion as to Conditions Precedent.............................          47
Section 10.5. Statements Required in Certificate or Opinion..................................          47
Section 10.6. Rules by Trustee and Agents....................................................          48
Section 10.7. Legal Holidays.................................................................          48
Section 10.8. No Personal Liability of Directors, Officers, Employees and Stockholders.......          48
Section 10.9. Counterparts...................................................................          48
Section 10.10. Governing Laws................................................................          48
Section 10.11. No Adverse Interpretation of Other Agreements.................................          49
Section 10.12. Successors....................................................................          49
Section 10.13. Severability..................................................................          49
Section 10.14. Table of Contents, Headings, Etc. ............................................          49
Section 10.15. Securities in a Foreign Currency or in ECU....................................          49
Section 10.16. Judgment Currency.............................................................          50
</TABLE>

                                       iii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                                   ARTICLE XI.
                                  SINKING FUNDS

Section 11.1. Applicability of Article.......................................................          50
Section 11.2. Satisfaction of Sinking Fund Payments with Securities..........................          51
Section 11.3. Redemption of Securities for Sinking Fund......................................          51

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

Section 12.1. Subsidiary Guarantee...........................................................          52
Section 12.2. Limitation on Guarantor Liability..............................................          53
Section 12.3. Execution and Delivery of Subsidiary Guarantee.................................          53

                                  ARTICLE XIII.
                                  SUBORDINATION

Section 13.1. Agreement to Subordinate.......................................................          54
Section 13.2. Liquidation; Dissolution; Bankruptcy...........................................          54
Section 13.3. Default on Designated Senior Indebtedness......................................          55
Section 13.4. Acceleration of Securities.....................................................          56
Section 13.5. When Distribution Must Be Paid Over............................................          56
Section 13.6. Notice by the Company..........................................................          56
Section 13.7. Subrogation....................................................................          57
Section 13.8. Relative Rights................................................................          57
Section 13.9. Subordination May Not Be Impaired by the Company...............................          57
Section 13.10. Distribution or Notice to Representative......................................          58
Section 13.11. Rights of Trustee and Paying Agent............................................          58
Section 13.12. Authorization to Effect Subordination.........................................          58
Section 13.13. Amendments....................................................................          59
Section 13.14. Subordination of Subsidiary Guarantees........................................          59
</TABLE>

                                       iv

<PAGE>

                           PROVINCE HEALTHCARE COMPANY

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture,  dated
as of May 27, 2003

<TABLE>
<S>                                                                                    <C>
Section 310 (a)(1)     ............................................................    7.10
            (a)(2)     ............................................................    7.10
            (a)(3)     ............................................................    Not Applicable
            (a)(4)     ............................................................    Not Applicable
            (a)(5)     ............................................................    7.10
            (b)        ............................................................    7.10
Section 310 (c)        ............................................................    Not Applicable
Section 311 (a)        ............................................................    7.11
            (b)        ............................................................    7.11
            (c)        ............................................................    Not Applicable
Section 312 (a)        ............................................................    2.6
            (b)        ............................................................    10.3
            (c)        ............................................................    10.3
Section 313 (a)        ............................................................    7.6
            (b)(1)     ............................................................    7.6
            (b)(2)     ............................................................    7.6
            (c)(1)     ............................................................    7.6
            (c)(2)     ............................................................    7.6
            (c)(3)     ............................................................    7.6
            (d)        ............................................................    7.6
Section 314 (a)        ............................................................    4.2, 4.3, 10.5
            (b)        ............................................................    Not Applicable
            (c)(1)     ............................................................    10.4
            (c)(2)     ............................................................    10.4
            (c)(3)     ............................................................    Not Applicable
            (d)        ............................................................    Not Applicable
            (e)        ............................................................    10.5
            (f)        ............................................................    Not Applicable
Section 315 (a)        ............................................................    7.1(b)
            (b)        ............................................................    7.5
            (c)        ............................................................    7.1
            (d)        ............................................................    7.1
            (e)        ............................................................    6.14
Section 316 (a)        ............................................................    2.10
            (a)(1)(A)  ............................................................    6.12
            (a)(1)(B)  ............................................................    6.13
            (b)        ............................................................    6.8
Section 316 (c)        ............................................................    2.14
Section 317 (a)(1)     ............................................................    6.3
            (a)(2)     ............................................................    6.4
            (b)        ............................................................    2.5
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                    <C>
Section 318 (a)        ............................................................    10.1
            (b)        ............................................................    Not Applicable
            (c)        ............................................................    Not Applicable
</TABLE>

--------------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.

                                       vi

<PAGE>

                  Subordinated Indenture, dated as of May 27, 2003, among the
Province Healthcare Company, a Delaware corporation (the "Company"), and U.S.
Bank Trust National Association, a national banking corporation, 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 of the Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.1. Definitions.

                  "Additional Amounts" means any additional amounts that are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes imposed on
Holders specified therein and that are owing to such Holders.

                  "Affiliate" means, with respect to any specified Person, (a)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person or (b) any other
Person that owns, directly or indirectly, l0% or more of such specified Person's
Capital Stock or (c) any executive officer or director of any such specified
Person or other Person. For the purposes of this definition, "control," when
used with respect to any specified 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.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Attributable Debt" of any Person in respect of a Sale and
Leaseback Transaction means, at the time of determination, the present value of
the obligation of such Person as lessee for net rental payments (excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges to the extent included
in such rental payments) during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

                  "Authorized Newspaper" means a newspaper in an official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general circulation in the
place in connection with which the term is used. If it shall be impractical, in
the opinion of the Trustee, to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof that is made or given by the Trustee shall constitute a sufficient
publication of such notice.

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1986, as amended, or any similar United States federal or state law relating
to the bankruptcy, insolvency,

<PAGE>

receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

                  "Bearer Security" means any Security, including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board of Directors" means, with respect to any Person, the
board of directors of such Person or its equivalent, including managers of a
limited liability company, general partners of a partnership or trustees of a
business trust, or any duly authorized committee thereof.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been adopted by
the Board of Directors or pursuant to authorization by the Board of Directors
and to be in full force and effect on the date of the certificate and delivered
to the Trustee.

                  "Business Day" means, unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday, a Sunday or a legal holiday in The
City of New York or at a place of payment on which banking institutions are
authorized or required by law, regulation or executive order to close.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, other equity interests whether now
outstanding or issued after the date of the Indenture, partnership interests
(whether general or limited), any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distribution of assets of, the issuing Person and any rights (other than debt
securities convertible into Capital Stock), warrants or options exchangeable for
or convertible into such Capital Stock.

                  "Capitalized Lease Obligation" means, with respect to any
Person, any obligation of such Person and its Restricted Subsidiaries on a
consolidated basis under a lease of (or other agreement conveying the right to
use) any property (whether real, personal or mixed) that is required to be
classified and accounted for as a capital lease obligation under GAAP, and, for
the purpose hereof, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means (a) any evidence of Indebtedness with
a maturity of one year or less issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (b) certificates of deposit or acceptances with a
maturity of one year or less of any financial institution that is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than $500,000,000; (c) commercial paper with a maturity of
one year or less issued by a corporation that is not an Affiliate of the Company
and is organized under the laws of any state of the United States or the
District of Columbia and rated at least A-1 by S&P or any successor rating
agency or at least P-1 by Moody's or any successor rating agency; (d) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (a) and (b) above; (e) demand and time deposits
with a domestic commercial bank that is a member of the

                                        2

<PAGE>

Federal Reserve System that are FDIC insured; (f) repurchase obligations with a
term of not more than seven days entered into with any bank meeting the
qualifications specified in clause (e) above; and (g) investments in funds
investing solely in investments of the types described in clauses (a) through
(f) above.

                  "Company" means the party named as such above until a
successor replaces it and thereafter means the successor.

                  "Company Order" means a written order signed in the name of
the Company by two Officers.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 100 Wall Street, 16th Floor, New
York, New York, 10005, Attention: Corporate Trust, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

                  "Currency Agreements" means any spot or forward foreign
exchange agreements and currency swap, currency option or other similar
financial agreements or arrangements entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and designated to
protect against or manage exposure to fluctuations in foreign currency exchange
rates.

                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

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

                  "Depository" means, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such Person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

                  "Designated Senior Indebtedness" means:

                  (a)      all Senior Indebtedness under the Senior Credit
         Agreement; and

                  (b)      any other Senior Indebtedness which, at the time of
         determination, has an aggregate principal amount outstanding of at
         least $25.0 million and that has been specifically designated in the
         instrument evidencing such Senior Indebtedness as "Designated Senior
         Indebtedness" of the Company.

                                        3

<PAGE>

                  "Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                  "Disqualified Stock" means 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), or upon the happening of any event, matures or is
mandatorily redeemable, for cash or other property (other than Capital Stock
that is not Disqualified Stock) pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the Securityholder thereof, in
whole or in part, in each case on or prior to the stated maturity of the
Securities.

                  "Dollars" and "$" mean lawful money of the United States of
America.

                  "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated by
the SEC thereunder.

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company in good faith.

                  "Foreign Currency" means any currency or currency unit issued
by a government other than the government of the United States of America.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, that are in effect on the date of the Indenture.

                  "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States of
America is pledged.

                  "guarantee" means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of nonperformance) of all or
any part of such obligation, including, without limiting the foregoing, the
obligation to reimburse amounts drawn down under letters of credit securing such
obligations.

                                        4

<PAGE>

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates.

                  "Holder" or "Securityholder" means a Person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indebtedness" means, with respect to any Person, without
duplication, (a) all liabilities of such Person for borrowed money (including
overdrafts) or for the deferred purchase price of property or services,
excluding any trade payables and other accrued current liabilities incurred in
the ordinary course of business, but including, without limitation, all
obligations, contingent or otherwise, of such Person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities, (b) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (c)
indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even if the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (d) all
Capitalized Lease Obligations of such Person, (e) all obligations of such Person
under or in respect of Interest Rate Agreements or Currency Agreements, (f) all
Indebtedness referred to in (but not excluded from) the preceding clauses of
other Persons and all dividends of other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien or with respect to property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness (the amount of such obligation being deemed to be the
lesser of the value of such property or asset or the amount of the obligation so
secured), (g) all guarantees by such Person of Indebtedness referred to in this
definition or of any other Person, (h) all Redeemable Capital Stock of such
Person valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued and unpaid dividends and (i) all Attributable Debt
of such Person. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

                  "Indenture" means this Indenture as amended and supplemented
from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder and any related supplemental
indenture.

                  "Interest" means, with respect to any Discount Security which
by its terms bears interest only after Maturity, interest payable after
Maturity.

                                        5

<PAGE>

                  "Interest Rate Agreements" means any interest rate protection
agreements and other types of interest rate hedging agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements) designed to protect against or manage exposure to fluctuations in
interest rates.

                  "Maturity" means, when used with respect to any Security or
installment of principal thereof, the date on which the principal of such
Security or such installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, notice of option to elect repayment or
otherwise.

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Obligations" means any principal, interest (including
post-petition interest, whether or not allowed as a claim in any proceeding),
penalties, fees, costs, expenses, indemnifications, reimbursements, damages and
other liabilities payable under or in connection with any Indebtedness.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any
Assistant Treasurer or any Assistant Secretary of any Person.

                  "Officers' Certificate" means a certificate signed, unless
otherwise specified, by any two of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, the Controller,
the Secretary and any Assistant Treasurer of the Company, and delivered to the
Trustee.

                  "Opinion of Counsel" means a written opinion of legal counsel
who is reasonably acceptable to the Trustee. Such counsel may be an employee of
or counsel to the Company.

                  "Pari Passu Indebtedness" means (a) with respect to the
Securities, Indebtedness that ranks pari passu in right of payment to the
Securities and (b) with respect to any Subsidiary Guarantee, Indebtedness that
ranks pari passu in right of payment to such Subsidiary Guarantee.

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

                  "Principal" of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on, and any Additional Amounts in
respect of, the Security.

                  "Redeemable Capital Stock" means any class of Capital Stock
that, either by its terms, by the terms of any securities into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed
(whether by sinking fund or otherwise) prior to the date that is 91 days after
the final Stated Maturity of the Notes or is redeemable at the option of the
holder thereof at any time prior to such date, or is convertible into or
exchangeable for debt securities at any time prior to such date (unless it is
convertible or exchangeable solely at the option of the Company).

                                        6

<PAGE>

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice-president, assistant vice-president, assistant secretary,
assistant treasurer or trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have responsibility for the administration
of this Indenture.

                  "Restricted Subsidiary" with respect to any Series of
Securities, has the meaning assigned to it in the supplemental indenture
relating to that Series of Securities.

                  "S&P" means Standard & Poor's Ratings Services, a division of
McGraw-Hill, Inc., and its successors.

                  "Sale and Leaseback Transaction" means any transaction or
series of related transactions pursuant to which the Company or a Restricted
Subsidiary sells or transfers any property or assets in connection with the
leasing of such property or asset to the seller or transferor.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "Securities" means the debentures, notes or other instruments
of Indebtedness of the Company of any Series authenticated and delivered under
this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute, and the rules and regulations promulgated by the SEC
thereunder.

                  "Senior Credit Agreement" means the third amended and restated
senior credit agreement dated as of November 13, 2001 among the Company, the
lenders party thereto and Wachovia Bank, National Association, as administrative
agent, and the amended and restated participation agreement, dated as of
November 13, 2001, among the Company, certain subsidiary guarantors, the lenders
party thereto, the holders party thereto, Wells Fargo Bank Northwest, National
Association, as owner trustee, and Wachovia Bank, National Association, as
agent, and certain other Operative Agreements (as defined in the amended and
restated participation agreement) executed in connection therewith, providing
for a revolving credit facility and a real estate leasing facility as such
agreements have been and may be amended, renewed, extended, substituted,
refinanced, restructured, replaced, supplemented or otherwise modified from time
to time.

                  "Senior Indebtedness" means:

                  (a)      all obligations of the Company, now or hereafter
         existing, under or in respect of the Senior Credit Agreement (including
         the Material Loan Documents, as defined therein), whether for
         principal, premium, if any, interest (including interest accruing after
         the filing of, or which would have accrued but for the filing of, a
         petition by or against the Company under Bankruptcy Law, whether or not
         such interest is allowed as a claim after such filing in any proceeding
         under such law) and other amounts due in connection therewith
         (including, without limitation, any fees, premiums, expenses,

                                        7

<PAGE>

         reimbursement obligations with respect to letters of credit and
         indemnities), whether outstanding on the date of the Indenture or
         thereafter created, incurred or assumed; and

                  (b)      the principal of, premium, if any, and interest on
         all other Indebtedness of the Company (other than the Securities),
         whether outstanding on the date of this Indenture or thereafter
         created, incurred or assumed, unless, in the case of any particular
         Indebtedness, the instrument creating or evidencing the same or
         pursuant to which the same is outstanding expressly provides that such
         Indebtedness shall not be senior in right of payment to the Securities.

                  Notwithstanding the foregoing, "Senior Indebtedness" shall not
         include:

                  (i)      Indebtedness evidenced by the Securities;

                  (ii)     Indebtedness of the Company that is expressly
         subordinated in right of payment to any Indebtedness of the Company,
         including its 4 1/2% Convertible Subordinated Notes due 2005 and its 4
         1/4% Convertible Subordinated Notes due 2008;

                  (iii)    Indebtedness of the Company that by operation of law
         is subordinate to any general unsecured obligations of the Company;

                  (iv)     Indebtedness of the Company to the extent incurred in
         violation of any covenant prohibiting the incurrence of Indebtedness
         under this Indenture;

                  (v)      any liability for federal, state or local taxes or
         other taxes, owed or owing by the Company;

                  (vi)     accounts payable or other liabilities owed or owing
         by the Company to trade creditors (including guarantees thereof or
         instruments evidencing such liabilities);

                  (vii)    amounts owed by the Company for compensation to
         employees or for services rendered to the Company;

                  (viii)   Indebtedness of the Company to any Subsidiary or any
         other Affiliate of the Company or any of such Affiliate's Subsidiaries;

                  (ix)     Capital Stock of the Company;

                  (x)      Indebtedness evidenced by any guarantee of any
         Subordinated Indebtedness or Pari Passu Indebtedness; and

                  (xi)     Indebtedness which when incurred and without respect
         to any election under Section 1111(b) of Title 11 of the United States
         Code is without recourse to the Company or any Restricted Subsidiary.

                  "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                                        8

<PAGE>

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

                  "Stated Maturity," means, when used with respect to any note
or any installment of interest thereon, the date specified in such note as the
fixed date on which the principal of such Security or such installment of
interest is due and payable, and, when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
indebtedness as the fixed date on which the principal of such indebtedness or
any installment of interest thereon is due and payable.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or a Subsidiary Guarantor that is expressly subordinated in right of payment to
the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case
may be.

                  "Subsidiary" of a Person means (i) any corporation more than
50% of the outstanding voting power of the Voting Stock of which is owned or
controlled, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person, or by such Person and one or more other
Subsidiaries thereof or (ii) any other Person in which such Person, or one or
more other Subsidiaries of such Person, or such Person and one or more other
Subsidiaries, directly or indirectly, has more than 50% of the outstanding
partnership or similar interests or has the power, by contract or otherwise, to
direct or cause the direction of the policies, management and affairs thereof.

                  "Subsidiary Guarantee" means a guarantee of a Guarantor
pursuant to Article XII hereof, if any.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any Series shall mean the Trustee with respect to
Securities of that Series.

                  "Unrestricted Subsidiary", with respect to any Series of
Securities, has the meaning assigned to it in the supplemental indenture
relating to that Series of Securities.

                  "U.S. Government Obligations" means securities that are (a)
direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (b) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a

                                        9

<PAGE>

depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the time,
stock of any other class or classes shall have, or might have voting power by
reason of the happening of any contingency).

                  Section 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                                                                           DEFINED IN
                                                                                                             SECTION
TERM                                                                                                         -------
<S>                                                                                                        <C>
"Covenant Defeasance"................................................................................           8.2
"Event of Default"...................................................................................           6.1
"Guarantor"                                                                                                    12.1
"Journal"............................................................................................         10.15
"Judgment Currency"..................................................................................         10.16
"Legal Defeasance"...................................................................................           8.2
"Legal Holiday"......................................................................................          10.7
"mandatory sinking fund payment".....................................................................          11.1
"Market Exchange Rate"...............................................................................         10.15
"New York Banking Day"...............................................................................         10.16
"Non-Monetary Default................................................................................          13.3
"Notice of Default"..................................................................................           6.1
"optional sinking fund payment"......................................................................          11.1
"Paying Agent".......................................................................................           2.4
"Payment Blockage Notice"............................................................................          13.3
"Payment Default"....................................................................................          13.3
"Permitted Junior Securities"........................................................................          13.2
"Registrar"..........................................................................................           2.4
"Required Currency"..................................................................................         10.16
"Service Agent"......................................................................................           2.4
"Successor Person"...................................................................................           5.1
</TABLE>

                  Section 1.3. Incorporation by Reference of Trust Indenture
Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                                       10

<PAGE>

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the Subsidiary
         Guarantees, if any.

                  "indenture security holder" means a Holder or a
         Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Trustee.

                  "obligor" on the indenture securities means the Company, the
         Guarantors, if any, and any successor obligor upon the Securities or
         any Subsidiary Guarantee, as the case may be.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

                  Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

                  (e)      provisions apply to successive events and
         transactions; and

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

                                   ARTICLE II.
                                 THE SECURITIES

                  Section 2.1. Issuable in Series.

                  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers' Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution,
Officers' Certificate or supplemental

                                       11

<PAGE>

indenture may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of this Indenture.

                  Section 2.2. Establishment of Terms of Series of Securities.

                  At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series generally, in the case of
Subsection 2.2.1, and either as to such Securities within the Series or as to
the Series generally, in the case of Subsections 2.2.2 through 2.2.21) by a
Board Resolution, a supplemental indenture or an Officers' Certificate pursuant
to authority granted under a Board Resolution:

                  2.2.1    the title of the Series (which shall distinguish the
         Securities of that particular Series from the Securities of any other
         Series);

                  2.2.2    the price or prices (expressed as a percentage of the
         principal amount thereof) at which the Securities of the Series will be
         issued;

                  2.2.3    any limit upon the aggregate principal amount of the
         Securities of the Series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or
         9.6, or any applicable provision of a supplemental indenture);

                  2.2.4    the date or dates on which the principal of the
         Securities of the Series is payable;

                  2.2.5    the rate or rates (which may be fixed or variable)
         per annum or, if applicable, the method used to determine such rate or
         rates (including, but not limited to, any commodity, commodity index,
         stock exchange index or financial index) at which the Securities of the
         Series shall bear interest, if any, the date or dates from which such
         interest, if any, shall accrue, the date or dates on which such
         interest, if any, shall commence and be payable and any regular record
         date for the interest payable on any interest payment date;

                  2.2.6    the place or places where the principal of and
         interest, if any, on the Securities of the Series shall be payable, or
         the method of such payment, if by wire transfer, mail or other means;

                  2.2.7    if applicable, the period or periods within which,
         the price or prices at which and the terms and conditions upon which
         the Securities of the Series may be redeemed, in whole or in part, at
         the option of the Company;

                  2.2.8    the obligation, if any, of the Company to redeem or
         purchase the Securities of the Series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at

                                       12

<PAGE>

         which and the terms and conditions upon which Securities of the Series
         shall be redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  2.2.9    the dates, if any, on which and the price or prices
         at which the Securities of the Series will be repurchased by the
         Company at the option of the Holders thereof and other detailed terms
         and provisions of such repurchase obligations;

                  2.2.10   if other than denominations of $1,000 and any
         integral multiple thereof, the denominations in which the Securities of
         the Series shall be issuable;

                  2.2.11   the forms of the Securities of the Series in bearer
         or fully registered form (and, if in fully registered form, whether the
         Securities will be issuable as Global Securities);

                  2.2.12   if other than the principal amount thereof, the
         portion of the principal amount of the Securities of the Series that
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 6.2;

                  2.2.13   the currency of denomination of the Securities of the
         Series, which may be Dollars or any Foreign Currency, including, but
         not limited to, the ECU, and if such currency of denomination is a
         composite currency other than the ECU, the agency or organization, if
         any, responsible for overseeing such composite currency;

                  2.2.14   the designation of the currency, currencies or
         currency units in which payment of the principal of and interest, if
         any, on the Securities of the Series will be made;

                  2.2.15   if payments of principal of or interest, if any, on
         the Securities of the Series are to be made in one or more currencies
         or currency units other than that or those in which such Securities are
         denominated, the manner in which the exchange rate with respect to such
         payments will be determined;

                  2.2.16   the manner in which the amounts of payment of
         principal of or interest, if any, on the Securities of the Series will
         be determined, if such amounts may be determined by reference to an
         index based on a currency or currencies or by reference to a commodity,
         commodity index, stock exchange index or financial index;

                  2.2.17   the provisions, if any, relating to any security
         provided for the Securities of the Series;

                  2.2.18   any addition to or change in the Events of Default
         which applies to any Securities of the Series and any change in the
         right of the Trustee or the requisite Holders of such Securities to
         declare the principal amount thereof due and payable pursuant to
         Section 6.2;

                  2.2.19   any addition to or change in the covenants set forth
         in Article IV or V which applies to Securities of the Series;

                                       13

<PAGE>

                  2.2.20   any other terms of the Securities of the Series
         (which may modify or delete any provision of this Indenture insofar as
         it applies to such Series); and

                  2.2.21   any depositories, interest rate calculation agents,
         exchange rate calculation agents or other agents with respect to
         Securities of such Series if other than those appointed herein.

                  All Securities of any one Series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

                  Section 2.3. Execution and Authentication.

                  Two Officers shall sign the Securities for the Company by
manual or facsimile signature. An Officer of each Guarantor shall sign the
Subsidiary Guarantee, if any, for the Guarantor by manual or facsimile
signature.

                  If an Officer whose signature is on a Security or Subsidiary
Guarantee, if any, no longer holds that office at the time the Security is
authenticated, the Security or Subsidiary Guarantee, if any, shall nevertheless
be valid.

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. Such signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

                  The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

                  The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers' Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 7.2) shall be fully protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or
of Securities within that Series, (b) an Officers' Certificate complying with
Section 10.4 and (c) an Opinion of Counsel complying with Section 10.4.

                                       14

<PAGE>

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate 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 an Agent to deal with the Company or an Affiliate.

                  Section 2.4. Registrar and Paying Agent.

                  The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("Service
Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain a Registrar, Paying Agent and Service Agent in each place
so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent. The Company or any Guarantor may act as Paying Agent, Registrar
or Service Agent. The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall be subject to any
obligations imposed by the provisions of the TIA. Such agreement shall implement
the provisions of this Indenture that relate to such Agent.

                                       15

<PAGE>

                  The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

                  Section 2.5. Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal of or premium, if
any, or interest on the Series of Securities, and will notify the Trustee of any
default by the Company or any Guarantors in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money delivered to the Trustee. If the Company or a Subsidiary
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of Securityholders of any Series of Securities, subject to Article
XIII hereof, all money held by it as Paying Agent.

                  Section 2.6. 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 of each Series of Securities and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten 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 of each Series of Securities.

                  Section 2.7. Transfer and Exchange.

                  Where Securities of a Series are presented to the Registrar or
a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or
9.6).

                  Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of business 15 days immediately preceding the
mailing of a notice of redemption of Securities of that Series selected for
redemption and ending at the close of business on the day of such mailing or (b)
to register the transfer of or exchange Securities of any Series selected,
called or being

                                       16

<PAGE>

called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

                  Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

                  Every new Security of any Series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that Series duly issued
hereunder.

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

                  Section 2.9. Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those Securities canceled by it, those
Securities delivered to it for cancellation, those reductions in the interest on
a Global Security effected by the Trustee in accordance with the provisions
hereof and those Securities described in this Section as not outstanding.

                  If a Security is replaced pursuant to Section 2.8, it ceases
to be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                                       17

<PAGE>

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds on the Maturity of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

                  A Security does not cease to be outstanding because the
Company, a Guarantor or an Affiliate of the Company or a Guarantor holds the
Security.

                  In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

                  Section 2.10. Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand,
authorization, direction, notice, consent or waiver, Securities of a Series
owned by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that a Responsible Officer of the Trustee actually knows
are so owned shall be so disregarded.

                  Notwithstanding the foregoing, Securities of a Series that are
to be acquired by the Company, any Guarantor, any Subsidiary of the Company or
any Guarantor or an Affiliate of the Company or any Guarantor pursuant to an
exchange offer, tender offer or other agreement shall not be deemed to be owned
by the Company, such Guarantor, a Subsidiary of the Company or such Guarantor or
an Affiliate of the Company or such Guarantor until legal title to such
Securities passes to the Company, such Guarantor, such Subsidiary or such
Affiliate, as the case may be.

                  Section 2.11. Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. 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 upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights
under this Indenture as the definitive Securities.

                  Section 2.12. Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment, replacement or cancellation and shall dispose of

                                       18

<PAGE>

such canceled Securities (subject to the record retention requirement of the
Exchange Act) in accordance with the Trustee's customary practice. The Company
may not issue new Securities to replace Securities that it has paid or delivered
to the Trustee for cancellation.

                  Section 2.13. Defaulted Interest.

                  If the Company and the Guarantors, if any, default in a
payment of interest on a Series of Securities, the Company or any such Guarantor
(to the extent of its obligations under its Subsidiary Guarantee, if any) shall
pay the defaulted interest in any lawful manner, plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are
Securityholders of the Series on a subsequent special record date, which date
shall be at the earliest practicable date but in all events at least five
Business Days prior to the payment date, in each case at the rate provided for
with respect to the applicable Securities. The Company shall fix or cause to be
fixed each such special record date and payment date, and shall, promptly
thereafter, notify the Trustee of any such date. At least 15 days before the
special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to Securityholders of the Series a notice
that states the special record date, the related payment date and the amount of
such interest to be paid. The Company and the Guarantors, if any, may pay
defaulted interest in any other lawful manner.

                  Section 2.14. Record Date.

                  The record date for purposes of determining the identity of
Securityholders of the Series entitled to vote or consent to any action by vote
or consent authorized or permitted under this Indenture shall be determined as
provided for in TIA Section 316(c).

                  Section 2.15. Global Securities.

                  2.15.1 Terms of Securities. A Board Resolution, a supplemental
         indenture hereto or an Officers' Certificate shall establish whether
         the Securities of a Series shall be issued in whole or in part in the
         form of one or more Global Securities and the Depository for such
         Global Security or Securities.

                  2.15.2 Transfer and Exchange. Notwithstanding any provisions
         to the contrary contained in Section 2.7 of this Indenture and in
         addition thereto, any Global Security shall be exchangeable pursuant to
         Section 2.7 of this Indenture for Securities registered in the names of
         Holders other than the Depository for such Security or its nominee only
         if (i) such Depository notifies the Company that it is unwilling or
         unable to continue as Depository for such Global Security or if at any
         time such Depository ceases to be a clearing agency registered under
         the Exchange Act, and, in either case, the Company fails to appoint a
         successor Depository within 90 days of such event, (ii) the Company
         executes and delivers to the Trustee an Officers' Certificate to the
         effect that such Global Security shall be so exchangeable or (iii) an
         Event of Default with respect to the Securities represented by such
         Global Security shall have happened and be continuing. Any Global
         Security that is exchangeable pursuant to the preceding sentence shall
         be exchangeable for Securities registered in such names as the
         Depository shall direct in

                                       19

<PAGE>

         writing in an aggregate principal amount equal to the principal amount
         of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.15.2, a Global Security
         may not be transferred except as a whole by the Depository with respect
         to such Global Security to a nominee of such Depository, by a nominee
         of such Depository to such Depository or another nominee of such
         Depository or by the Depository or any such nominee to a successor
         Depository or a nominee of such successor Depository.

                  2.15.3 Legend. Any Global Security issued hereunder shall bear
         a legend in substantially the following form:

                           "This Security is a Global Security within the
                  meaning of the Indenture hereinafter referred to and is
                  registered in the name of the Depository or a nominee of the
                  Depository. This Security is exchangeable for Securities
                  registered in the name of a Person other than the Depository
                  or its nominee only in the limited circumstances described in
                  the Indenture, and may not be transferred except as a whole by
                  the Depository to a nominee of the Depository, 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 a successor
                  Depository."

                  2.15.4 Acts of Holders. The Depository, as a Holder, may
         appoint agents and otherwise authorize participants to give or take any
         request, demand, authorization, direction, notice, consent, waiver or
         other action which a Holder is entitled to give or take under this
         Indenture.

                  2.15.5 Payments. Notwithstanding the other provisions of this
         Indenture, unless otherwise specified as contemplated by Section 2.2,
         payment of the principal of and interest, if any, on any Global
         Security shall be made to the Holder thereof.

                  2.15.6 Consents, Declaration and Directions. Except as
         provided in Section 2.15.5, the Company, the Trustee and any Agent
         shall treat a Person as the Holder of such principal amount of
         outstanding Securities of such Series represented by a Global Security
         as shall be specified in a written statement of the Depository with
         respect to such Global Security, for purposes of obtaining any
         consents, declarations, waivers or directions required to be given by
         the Holders pursuant to this Indenture.

                  Section 2.16. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the 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 will promptly notify
the Trustee of any change in the CUSIP number.

                                       20

<PAGE>

                                  ARTICLE III.
                                   REDEMPTION

                  Section 3.1. Notice to Trustee.

                  The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice to the Trustee at
least 45 days before the redemption date (or such shorter notice as may be
acceptable to the Trustee), which notice shall be in the form of an Officers'
Certificate setting forth (i) the Section of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Securities of a Series to be redeemed and (iv) the redemption price.

                  Section 3.2. Selection of Securities to Be Redeemed.

                  If less than all of any Series of Securities are to be
redeemed at any time, the Trustee shall select the Securities of the Series to
be redeemed among the applicable Holders of such Series in compliance with the
requirements of the principal national securities exchange, if any, on which the
Securities are listed or, if the Securities are not so listed, on a pro rata
basis, by lot or in accordance with any other method the Trustee considers fair
and appropriate, provided that no Securities of $1,000 or less shall be redeemed
in part. In the event of partial redemption by lot, the particular Securities to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Securities not previously called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Securities of the Series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a
Holder are to be redeemed, the entire outstanding amount of Securities held by
such Holder, even if not a multiple of $1,000, shall be redeemed. Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

                  Section 3.3. Notice of Redemption.

                  Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers' Certificate, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail or cause to be mailed a notice of redemption by first-class mail to
each Holder whose Securities are to be redeemed and, if any Bearer Securities
are outstanding, publish on one occasion a notice in an Authorized Newspaper.

                                       21

<PAGE>

                  The notice shall identify the Securities of the Series to be
redeemed (including the CUSIP numbers, if any) and shall state:

                  (a)      the redemption date;

                  (b)      the redemption price (including accrued interest to,
         but excluding, the redemption date);

                  (c)      if any Security of the Series called for redemption
         is being redeemed in part, the portion of the principal amount of such
         Security to be redeemed and that, after the redemption date upon
         surrender of such Security, a new Security or Securities in principal
         amount equal to the unredeemed portion shall be issued upon
         cancellation of the original Security;

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

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

                  (f)      that, unless the Company defaults in the making of
         such redemption payment, interest on Securities of the Series called
         for redemption ceases to accrue on and after the redemption date; and

                  (g)      any other information as may be required by the terms
         of the particular Series or the Securities of a Series being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

                  Section 3.4. Effect of Notice of Redemption.

                  Once notice of redemption is mailed or published as provided
in Section 3.3, Securities of a Series called for redemption become due and
payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. On and after the redemption date, unless the
Company defaults in the payment of the redemption price, interest will cease to
accrue on the Securities of a Series called for called for redemption and all
rights of Holders with respect to such Securities will terminate except for the
right to receive payment of the redemption price upon surrender for redemption.
Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price plus accrued interest to but excluding the redemption date.

                  Section 3.5. Deposit of Redemption Price.

                  On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price of and
accrued interest, if any, on all Securities to be redeemed on that date. If the
Company complies with the provisions of the preceding sentence, on and after the
redemption date, interest shall cease to accrue on the Securities or the
portions of Securities called for redemption, whether or not such Securities are

                                       22

<PAGE>

presented for payment. If any Security called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the first sentence of this paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided with respect to such Security.

                  Section 3.6. Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security of the same Series and
the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.

                                   ARTICLE IV.
                                    COVENANTS

                  Section 4.1. Payment of Principal and Interest.

                  The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will duly and punctually pay the
principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture.

                  Section 4.2. SEC Reports.

                  The Company shall deliver to the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).
Notwithstanding anything to the contrary contained herein, the Trustee shall
have no duty to review such documents for purposes of determining compliance
with any provisions of this Indenture. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

                  Section 4.3. Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company and within 45 days of each fiscal
quarter of the Company, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default

                                       23

<PAGE>

or Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he may have knowledge).

                  The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee, within five Business Days of the occurrence
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

                  Section 4.4. Stay, Extension and Usury Laws.

                  Each of the Company and the Guarantors, if any, covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of any
stay, extension or usury law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture or
the Securities; and each of the Company and the Guarantors, if any, hereby
expressly waives (to the extent it may lawfully do so) all benefit or advantage
of any such law and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.

                  Section 4.5. Corporate Existence.

                  Subject to Article V, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each Significant
Subsidiary in accordance with the respective organizational documents of each
Significant Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Significant Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Significant
Subsidiary, if an Officer shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof is not adverse in any
material respect to the Holders.

                  Section 4.6. Taxes.

                  The Company shall, and shall cause each of its Subsidiaries
to, pay prior to delinquency all material taxes, assessments and governmental
levies, except (i) as contested in good faith and by appropriate proceedings or
(ii) when the nonpayment of which would not materially adversely affect the
business, condition (financial or otherwise), operations, performance or
properties of the Company and its Subsidiaries taken as a whole.

                  Section 4.7. Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where the Securities of
any Series may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of such Securities
and this Indenture may be served. The Company shall give prompt written notice

                                       24

<PAGE>

to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.4 hereof.

                                   ARTICLE V.
                                   SUCCESSORS

                  Section 5.1. When Company May Merge, Etc.

                  The Company shall not consolidate with or merge into, or
convey, transfer or lease all or substantially all of its properties and assets
to, any Person (a "Successor Person"), unless:

                  (a)      the Successor Person (if any) is a corporation,
         partnership, trust or other entity organized and validly existing under
         the laws of any U.S. domestic jurisdiction and expressly assumes the
         Company's obligations on the Securities and under this Indenture
         pursuant to a supplemental indenture in form reasonably acceptable to
         the Trustee; and

                  (b)      immediately after giving effect to the transaction,
         no Default or Event of Default shall have occurred and be continuing.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

                  Section 5.2. Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Successor

                                       25

<PAGE>

Person has been named as the Company herein; provided, however, that the
predecessor Company in the case of a sale, lease, conveyance or other
disposition shall not be released from the obligation to pay the principal of
and interest, if any, on the Securities, except in the case of a sale of all the
Company's assets that meets the requirements of Section 5.1 hereof.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

                  Section 6.1. Events of Default.

                  "Event of Default," wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the
establishing Board Resolution, supplemental indenture or Officers' Certificate,
it is provided that such Series shall not have the benefit of said Event of
Default:

                  (a)      default in the payment of any interest on any
         Security of that Series when it becomes due and payable, and
         continuance of such default for a period of 30 days (whether or not
         prohibited by the subordination provisions of Article XIII hereof); or

                  (b)      default in the payment of the principal of, or
         premium, if any, on any Security of that Series (whether or not
         prohibited by the subordination provisions of Article XIII hereof) when
         the same becomes due and payable at Maturity, upon redemption
         (including in connection with an offer to purchase) or otherwise; or

                  (c)      default in the deposit of any sinking fund payment,
         when and as due in respect of any Security of that Series; or

                  (d)      default in the performance or breach of any covenant
         or warranty of the Company or any Guarantor in this Indenture (other
         than a covenant or warranty that has been included in this Indenture
         solely for the benefit of a Series of Securities other than that
         Series), which default continues uncured for a period of 60 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee or to the Company and the Trustee by the Holders of at
         least 25% in principal amount of the outstanding Securities of that
         Series a written notice specifying such default or breach and requiring
         it to be remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (e)      a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any Guarantor (or the payment of which is Guaranteed by the Company
         or any Guarantor), whether such Indebtedness or Guarantee now exists or
         shall be created hereafter if (i) such default results in the
         acceleration of such Indebtedness prior to its express maturity or
         shall constitute a default in the payment of such Indebtedness at final
         maturity of such Indebtedness, (ii) the principal amount of such
         Indebtedness that has been accelerated or not paid at maturity,
         together with the principal amount of any other Indebtedness that has
         been accelerated or not paid at maturity, exceeds $10 million and (iii)
         such indebtedness is not discharged or such acceleration is not
         rescinded or annulled within 30 days after written notice to the

                                       26

<PAGE>

         Company by the holder or holders of such indebtedness in the manner
         provided for in the applicable debt instrument; or

                  (f)      the Company or any Guarantor that is a Significant
         Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

                           (i)      commences a voluntary case,

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

                           (iii)    consents to the appointment of a Custodian
                  of it or for all or substantially all of its property,

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

                           (v)      admits in writing that it generally is
                  unable to pay its debts as the same become due; or

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

                           (i)      is for relief against the Company or any of
                  its Significant Subsidiaries in an involuntary case,

                           (ii)     appoints a Custodian of the Company or any
                  of its Significant Subsidiaries or for all or substantially
                  all of its property, or

                           (iii)    orders the liquidation of the Company or any
                  of its Significant Subsidiaries, and the order or decree
                  remains unstayed and in effect for 60 days; or

                  (h)      any other Event of Default provided with respect to
         Securities of that Series, which is specified in a Board Resolution, a
         supplemental indenture hereto or an Officers' Certificate, in
         accordance with Section 2.1.

                  Section 6.2. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing (other than an Event of
Default referred to in Section 6.1(f) or (g)), then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
outstanding Securities of that Series may declare the principal amount (or, if
any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of,
premium, if any, and accrued and unpaid interest, if any, on all of the
Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount), premium, if any,
and accrued and unpaid interest, if any, shall become immediately due and
payable. If an Event of Default specified in Section

                                       27

<PAGE>

6.1(f) or (g) shall occur and is continuing, the principal amount (or specified
amount) of, premium, if any, and accrued and unpaid interest, if any, on all
outstanding 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
Holder.

                  At any time after such a declaration of acceleration with
respect to any Series has been made, but before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in aggregate principal amount of the
outstanding Securities of that Series, by written notice to the Company and the
Trustee, may rescind such declaration and its consequences if:

                  (a)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay:

                           (i)      all overdue interest, if any, on all
                  Securities of that Series,

                           (ii)     all unpaid principal of and premium, if any,
                  on any Securities of that Series that have become due
                  otherwise than by such declaration of acceleration and
                  interest thereon at the rate or rates prescribed therefor in
                  such Securities,

                           (iii)    to the extent that payment of such interest
                  is lawful, interest upon any overdue interest and overdue
                  principal at the rate or rates prescribed therefor in such
                  Securities, and

                           (iv)     all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (b)      all Events of Default with respect to Securities of
         that Series, other than the non-payment of the principal of, premium,
         if any, or interest on the Securities of that Series which have become
         due solely by such declaration of acceleration, have been cured or
         waived as provided in Section 6.13.

                  No such rescission shall affect any subsequent Default or
impair any right consequent thereon.

                  Section 6.3. Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company covenants that if:

                  (a)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (b)      default is made in the payment of principal of any
         Security at the Maturity thereof, or

                                       28

<PAGE>

                  (c)      default is made in the deposit of any sinking fund
         payment when and as due by the terms of a Security, then, the Company
         will, upon demand of the Trustee, pay to it, for the benefit of the
         Holders of such Securities, the whole amount then due and payable on
         such Securities for principal and interest and, to the extent that
         payment of such interest shall be legally enforceable, interest on any
         overdue principal, premium, if any, or any overdue interest, at the
         rate or rates prescribed therefor in such Securities, and, in addition
         thereto, such further amount as shall be sufficient to cover the costs
         and expenses of collection, including the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or deemed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                  If an Event of Default with respect to any Securities of any
Series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such Series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

                  Section 6.4. Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (a)      to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel) and of the Holders
         allowed in such judicial proceeding, and

                  (b)      to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same,
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or other similar official in any such judicial proceeding
         is hereby authorized by each Holder to make such payments to the
         Trustee and, in the event

                                       29

<PAGE>

         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 counsel, and any other amounts due the Trustee
         under Section 7.7.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

                  Section 6.5. Trustee May Enforce Claims Without Possession of
Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                  Section 6.6. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First: To the payment of all amounts due the Trustee under
         Section 7.7;

                  Second: to the holders of Senior Indebtedness of the Company
         or a Guarantor, as the case may be, to the extent required by Article
         XIII hereof;

                  Third: To the payment of the amounts then due and unpaid for
         principal of and interest on the Securities in respect of which or for
         the benefit of which such money has been collected, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on such Securities for principal and interest, respectively;
         and

                  Fourth: To the Company.

                  Section 6.7. Limitation on Suits.

                  No Holder of any Security of any Series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                  (a)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default with respect to the
         Securities of that Series;

                                       30

<PAGE>

                  (b)      the Holders of not less than 25% in aggregate
         principal amount of the outstanding Securities of that Series shall
         have made written request to the Trustee to institute proceedings in
         respect of such Event of Default in its own name as Trustee hereunder;

                  (c)      such Holder or Holders have offered to the Trustee
         reasonable indemnity satisfactory to it against the costs, expenses and
         liabilities to be incurred in compliance with such request;

                  (d)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceeding; and

                  (e)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in aggregate principal amount of the outstanding
         Securities of that Series; it being understood and intended that no one
         or more of such Holders shall have any right in any manner whatever by
         virtue of, or by availing of, any provision of this Indenture to
         affect, disturb or prejudice the rights of any other of such Holders,
         or to obtain or to seek to obtain priority or preference over any other
         of such Holders or to enforce any right under this Indenture, except in
         the manner herein provided and for the equal and ratable benefit of all
         such Holders.

                  Section 6.8. Unconditional Right of Holders to Receive
Principal and Interest.

                  Subject to Articles XII and XIII hereof, notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and premium and interest, if any, on such Security on the Stated Maturity or
Stated Maturities expressed in such Security (or, in the case of redemption, on
the redemption date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  Section 6.9. Restoration of Rights and Remedies.

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

                  Section 6.10. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or

                                       31

<PAGE>

otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                  Section 6.11. Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

                  Section 6.12. Control by Holders.

                  The Holders of a majority in principal amount of the
outstanding Securities of any Series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such Series, provided that

                  (a)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

                  (b)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction, and

                  (c)      subject to the provisions of Section 6.1, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer of the Trustee,
         determine that the proceeding so directed would involve the Trustee in
         personal liability.

                  Section 6.13. Waiver of Past Defaults.

                  The Holders of not less than a majority in aggregate principal
amount of the outstanding Securities of any Series may, on behalf of the Holders
of all the Securities of such Series, waive any past Default hereunder with
respect to such Series and its consequences, except a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on any
Security of such Series, or in respect of a covenant or provision which under
this Indenture cannot be modified or amended without the consent of the Holder
of each outstanding Security of any Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                                       32

<PAGE>

                  Section 6.14. Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the outstanding Securities of
any Series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of
redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

                  Section 7.1. 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:

                  (i)      The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others.

                  (ii)     In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon Officers'
         Certificates or Opinions of Counsel furnished to the Trustee and
         conforming to the requirements of this Indenture; however, in the case
         of any such Officers' Certificates or Opinions of Counsel which by any
         provisions hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such Officers' Certificates and
         Opinions of Counsel to determine whether or not they conform to the
         requirements of this Indenture.

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

                  (i)      This paragraph does not limit the effect of paragraph
         (b) of this Section.

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

                                       33

<PAGE>

                  (iii)    The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it with respect to
         Securities of any Series in good faith in accordance with the direction
         of the Holders of a majority in principal amount of the outstanding
         Securities of such Series relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Securities of such Series.

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

                  (e)      The Trustee may refuse to perform any duty or
exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.

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

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

                  (h)      The Paying Agent, the Registrar and any
authenticating agent shall be entitled to the protections, immunities and
standard of care as are set forth in paragraphs (a), (b) and (c) of this Section
with respect to the Trustee.

                  Section 7.2. Rights of Trustee.

                  (a)      The Trustee may conclusively rely on and shall be
protected in acting or refraining from acting upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

                  (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 such 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. No Depository shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depository.

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

                  (e)      The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection

                                       34

<PAGE>

in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

                  (f)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.

                  (g)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation.

                  (h)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is given to the Trustee in accordance with Section 10.2.

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

                  Section 7.3. Individual Rights of Trustee.

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

                  Section 7.4. Trustee's Disclaimer.

                  The Trustee 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 in the Securities other than its authentication.

                                       35

<PAGE>

                  Section 7.5. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is actually known to a
Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder of the Securities of that Series notice of the Default or Event
of Default within 10 days after it occurs and, if any Bearer Securities are
outstanding, publish on one occasion, in an Authorized Newspaper, notice of a
Default or Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has actual knowledge of such Default or Event
of Default. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as its corporate trust committee
or a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Securityholders of that Series.

                  Section 7.6. Reports by Trustee to Holders.

                  Within 60 days after January 15 in each year, the Trustee
shall transmit by mail to all Securityholders, as their names and addresses
appear on the register kept by the Registrar and, if any Bearer Securities are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
January 15, in accordance with, and to the extent required under, TIA Section
313.

                  A copy of each report at the time of its mailing to
Securityholders of any Series shall be filed with the SEC and each stock
exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when Securities of any Series are listed on any
stock exchange or of any delisting thereof.

                  Section 7.7. Compensation and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its services as the Company and the Trustee shall agree in
writing. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.

                  The Company shall indemnify the Trustee or any predecessor
Trustee and their agents (including the cost of defending itself against any
claim (whether asserted by the Company, or any Holder or any other Person))
against any and all loss, damages, claims, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by it except as set forth in the next paragraph in the
performance of their duties under this Indenture as Trustee or agent. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably

                                       36

<PAGE>

withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer,
director, employee, shareholder or agent of the Trustee due to its own
negligence or bad faith.

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) (or any comparable
provisions set forth in a supplemental indenture) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  The provisions of this Section shall survive the termination
of this Indenture and the resignation or removal of the Trustee.

                  Section 7.8. Replacement of Trustee.

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

                  The Trustee may resign with respect to the Securities of one
or more Series by so notifying the Company in writing. The Holders of a majority
in principal amount of the Securities of any Series may remove the Trustee with
respect to that Series by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee with respect to Securities of one or more
Series if:

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

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

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

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then

                                       37

<PAGE>

outstanding Securities may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

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

                  If the Trustee with respect to the Securities of any one or
more Series fails to comply with Section 7.10, any Securityholder of the
applicable Series, who has been a Securityholder for at least six months, may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 7.7, 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
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

                  Section 7.9. Successor Trustee by Merger, Etc.

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

                  Section 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

                  Section 7.11. Preferential Collection of Claims Against
Company.

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

                                       38
<PAGE>

                                 ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  Section  8.1. Option to Effect Legal Defeasance or Covenant
Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Securities of a Series and related Subsidiary Guarantees upon compliance with
the conditions set forth below in this Article.

                  Section  8.2. Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section, each of the Company and the Guarantors, if
any, shall, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, be deemed to have been discharged from its obligations with respect
to all outstanding Securities of such Series and related Subsidiary Guarantees
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities of such Series, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.5 hereof and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Securities and this Indenture as it relates to
such Securities (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities of
such Series to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due, (b) the Company's and Guarantors' obligations with respect to
such Securities under Article II hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's and the Guarantors'
obligations in connection therewith and (d) this Article VIII. Subject to
compliance with this Article, the Company may exercise its option under this
Section 8.2 notwithstanding the prior exercise of its option under Section 8.3
hereof.

                  Section  8.3. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, each of the Company and the Guarantors,
if any, shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be released from their respective obligations under the
covenants specified pursuant to Section 2.2 hereof and the covenants specified
in Sections 4.2, 4.3 and Article V hereof with respect to the outstanding
Securities of such Series and related Subsidiary Guarantees, if any, on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and such Securities shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose,

                                       39
<PAGE>

Covenant Defeasance means that, with respect to the outstanding Securities of
such Series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.1 hereof,
but, except as specified above, the remainder of this Indenture, such Securities
and the related Subsidiary Guarantees, if any, shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3 hereof, subject to the satisfaction of the
conditions set forth in Section 8.4 hereof, Sections 6.1(c) through 6.1(e) and
6.1(h) hereof (or any comparable provisions set forth in a supplemental
indenture) shall not constitute Events of Default.

                  Section  8.4. Conditions to Legal or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 8.2 or 8.3 hereof to the outstanding Securities of such Series:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders, cash in United
         States dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as will be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, premium, if any, and interest on the outstanding
         Securities of such Series on the Stated Maturity or on the applicable
         redemption date, as the case may be, of such principal or installment
         of principal of, premium, if any, or interest on the outstanding
         Securities of such Series;

                  (b)      in the case of an election under Section 8.2 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States (which counsel may be an employee of the Company
         or any Subsidiary of the Company) reasonably acceptable to the Trustee
         confirming that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date hereof, 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 Holders of the outstanding
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such Legal 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 Legal
         Defeasance had not occurred;

                  (c)      in the case of an election under Section 8.3 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States (which counsel may be an employee of the Company
         or any Subsidiary of the Company) reasonably acceptable to the Trustee
         confirming that the Holders of the outstanding Securities of such
         Series 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

                                       40
<PAGE>

         amounts, in the same manner and at the same times as would have been
         the case if such Covenant Defeasance had not occurred;

                  (d)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit or, insofar as Sections
         6.1(f) and 6.1(g) hereof (or any comparable provisions set forth in a
         supplemental indenture) are concerned, at any time in the period ending
         on the 91st day after the date of deposit (or greater period of time in
         which any such deposit of trust funds may remain subject to Bankruptcy
         Law insofar as those apply to the deposit by the Company);

                  (e)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under,
         any material agreement or instrument (other than this Indenture) to
         which the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (f)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that after the 91st day following the
         deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally;

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of such Securities
         over any other creditors of the Company with the intent of defeating,
         hindering, delaying or defrauding creditors of the Company or others;
         and

                  (h)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with.

                  Section  8.5. Deposited Money and Government Securities to Be
Held in Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company and the Guarantors, if any, shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.4 hereof or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the

                                       41
<PAGE>

account of the Holders of the outstanding Securities of a Series subject to a
Legal Defeasance or a Covenant Defeasance.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

                  Section  8.6. Repayment to Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest, if any, on any Securities of a Series subject to a Legal
Defeasance or a Covenant Defeasance and remaining unclaimed for two years after
such principal, and premium, if any, or interest, if any, have become due and
payable shall be paid to the Company at its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

                  Section  8.7. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture, the
Securities of such Series and the related Subsidiary Guarantees shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest, if any, on any such Security following 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 held by
the Trustee or Paying Agent.

                  Section  8.8. Discharge.

                  This Indenture will cease to be of further effect (except as
to surviving rights of registration of transfer or exchange of the Securities as
expressly provided for in this Indenture and the compensation and
indemnification provisions relating to the Trustee) and the Trustee, at

                                       42
<PAGE>

the expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture when (a) either (i) all the
Securities theretofore authenticated and delivered (other than destroyed, lost
or stolen Securities which have been replaced or paid and Securities for whose
payment money has been deposited in trust with the Trustee or any paying agent
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust as provided for in this Indenture) have
been delivered to the Trustee for cancellation or (ii) all Securities not
theretofore delivered to the Trustee for cancellation (x) have become due and
payable, (y) will become due and payable at Stated Maturity within one year or
(z) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount sufficient to pay and discharge the entire
Indebtedness on the Securities not theretofore delivered to the Trustee for
cancellation, for principal of, premium, if any, and interest on the Securities
to the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or redemption date, as the case may be, (b)
the Company has paid or caused to be paid all sums payable under this Indenture
by the Company, and (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided in this Indenture relating to the satisfaction and discharge
of this Indenture have been complied with.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

                  Section  9.1. Without Consent of Holders.

                  The Company, the Guarantors, if any, and the Trustee may amend
or supplement this Indenture or the Securities of one or more Series without the
consent of any Securityholder:

                  (a)      to cure any ambiguity, defect or inconsistency;

                  (b)      to comply with Article V;

                  (c)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities;

                  (d)      to make any change that does not materially adversely
         affect the rights of any Securityholder;

                  (e)      to provide for the issuance of and establish the form
         and terms and conditions of Securities of any Series as permitted by
         this Indenture;

                  (f)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more Series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee; or

                  (g)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the TIA.

                                       43
<PAGE>

                  Section  9.2. With Consent of Holders.

                  The Company, the Guarantors, if any, and the Trustee may enter
into a supplemental indenture with the written consent of the Holders of at
least a majority in principal amount of the outstanding Securities of each
Series affected by such supplemental indenture (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such
Series), for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Securityholders of
each such Series. Except as provided in Section 6.13, the Holders of at least a
majority in principal amount of the outstanding Securities of each Series
affected by such waiver, by notice to the Trustee (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such
Series), may waive compliance by the Company with any provision of this
Indenture or the Securities with respect to such Series.

                  It shall not be necessary for the consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent
approves the substance thereof. After a supplemental indenture or waiver under
this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

                  Section  9.3. Limitations.

                  Without the consent of each Securityholder affected, an
amendment or waiver may not:

                  (a)      reduce the principal amount of Securities whose
         Holders must consent to an amendment, supplement or waiver;

                  (b)      reduce the rate of or change the time for payment of
         interest on any Security;

                  (c)      reduce the principal of or change the Stated Maturity
         of any Security or alter any of the provisions with respect to the
         redemption of the Security in a manner adverse to the Holders of the
         Security;

                  (d)      waive a Default or Event of Default in the payment of
         the principal of or premium, if any, or interest, if any, on any
         Security (except a rescission of acceleration of the Securities of any
         Series by the Holders of at least a majority in principal amount of the
         outstanding Securities of such Series and a waiver of the payment
         default that resulted from such acceleration);

                  (e)      make the principal of or interest, if any, on any
         Security payable in any currency other than that stated in the
         Security;

                                       44
<PAGE>

                  (f)      make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights of Holders of the
         Securities of any Series to receive payments of principal of or
         premium, if any, or interest on such Security;

                  (g)      waive a redemption payment with respect to any
         Security or change any of the provisions with respect to the redemption
         of any Securities; or

                  (h)      make any change in the foregoing amendment and waiver
         provisions.

                  Section  9.4. Compliance with Trust Indenture Act.

                  Every amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental indenture hereto that complies
with the TIA as then in effect.

                  Section  9.5. Revocation and Effect of Consents.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
the notice of revocation before the date the amendment or waiver becomes
effective.

                  Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (g) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

                  Section  9.6. Notation on or Exchange of Securities.

                  The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter authenticated. The
Company in exchange for Securities of that Series may issue and the Trustee
shall authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

                  Section  9.7. Trustee to Sign Amendments; Trustee Protected.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel and Officers' Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
shall sign all supplemental indentures, except that the Trustee need not sign
any supplemental indenture that adversely affects its rights.

                                       45
<PAGE>

                                   ARTICLE X.
                                  MISCELLANEOUS

                  Section  10.1. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies, or
conflicts with another provision which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.

                  Section  10.2. Notices.

                  Any notice or communication by the Company, any Guarantor or
the Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' addresses:

                  If to the Company or any Guarantor:

                           Province Healthcare Company
                           105 Westwood Place, Suite 400
                           Brentwood, Tennessee 37027
                           Telecopier No.: (615) 370-1259
                           Attention: General Counsel

                  With a copy to:

                           Waller Lansden Dortch & Davis, PLLC
                           511 Union Street, Suite 2100
                           Nashville, Tennessee 37219
                           Telecopier No.: (615) 244-6804
                           Attention: L. Hunter Rost, Jr.

                  If to the Trustee:

                           U.S. Bank Trust National Association
                           Telecopier No.: (212) 509-3394
                           Attention: Corporate Trust

                  The Company, any Guarantor or the Trustee, by notice to the
others, may designate additional or different addresses for subsequent notices
or communications. The Company agrees that, upon receipt of notice of a change
of the address of the Trustee, it will promptly provide a copy of such notice to
any trustee or other representative of holders of Senior Indebtedness.

                  All notices and communications (other than those sent to
Securityholders) must reference the Securities and this Indenture and shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next

                                       46
<PAGE>

Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                  Any notice or communication to a Securityholder shall be
mailed by first class mail, or by overnight air courier guaranteeing next day
delivery, to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. 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 within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company or any Guarantor mails a notice or
communication to Securityholders, it shall mail a copy to the Trustee and each
Agent at the same time.

                  Section  10.3. Communication by Holders with Other Holders.

                  Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Guarantors, if any, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

                  Section  10.4. Certificate and Opinion as to Conditions
Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Guarantor shall furnish to the Trustee:

                  (a)      an Officers' Certificate 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

                  (b)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

                  Section  10.5. Statements Required in Certificate or Opinion.

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

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

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

                                       47
<PAGE>

                  (c)      a statement that, in the opinion of such Person, 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

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

                  Section  10.6. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions.

                  Section  10.7. Legal Holidays.

                  Unless otherwise provided by Board Resolution, Officers'
Certificate or supplemental indenture for a particular Series, a "Legal Holiday"
is any day that is not a Business Day. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

                  Section  10.8. No Personal Liability of Directors, Officers,
Employees and Stockholders.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or any Guarantor under the
Securities of any Series, any Subsidiary Guarantee, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities of any Series, by accepting a Security and
related Subsidiary Guarantees, waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Series of
Securities and any Subsidiary Guarantees.

                  Section  10.9. Counterparts.

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                  Section  10.10. Governing Laws.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE.

                                       48
<PAGE>

                  Section  10.11. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

                  Section  10.12. Successors.

                  All agreements of the Company and the Guarantors, if any, in
this Indenture and the Securities and the Subsidiary Guarantees, if any, shall
bind their respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.

                  Section  10.13. Severability.

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

                  Section  10.14. Table of Contents, Headings, Etc.

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

                  Section  10.15. Securities in a Foreign Currency or in ECU.

                  Unless otherwise specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
Series or all Series affected by a particular action at the time outstanding
and, at such time, there are outstanding Securities of any Series which are
denominated in a coin or currency other than Dollars (including ECUs), then the
principal amount of Securities of such Series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of
Dollars that could be obtained for such amount at the Market Exchange Rate at
such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Union (or any successor
thereto) as published in the Official Journal of the European Union (such
publication or any successor publication, the "Journal"). If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York or, in the case of ECUs,
the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon

                                       49
<PAGE>

consultation with the Company, shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

                  Section  10.16. Judgment Currency.

                  The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of or interest or other amount on the Securities of any Series from
one currency (the "Required Currency") into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such
day is not a New York Banking Day, in which case, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, any recovery pursuant to any judgment (whether or not entered in
accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable, and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, "New York
Banking Day" means any day except a Saturday, Sunday or a Legal Holiday in The
City of New York on which banking institutions are authorized or required by
law, regulation or executive order to close.

                                   ARTICLE XI.
                                  SINKING FUNDS

                  Section  11.1. Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series as and to the
extent established by the terms of such Securities, except as otherwise
permitted or required by any form of Security of such Series issued pursuant to
this Indenture.

                                       50
<PAGE>

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

                  Section  11.2. Satisfaction of Sinking Fund Payments with
Securities.

                  The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of any Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of
such Series to which such sinking fund payment is applicable (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit Securities of such Series to which such sinking fund payment is
applicable and which have been redeemed either at the election of the Company
pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking
fund payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited.
Such Securities shall be received by the Trustee, together with an Officers'
Certificate with respect thereto, not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this
Section 11.2, the principal amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000, the
Trustee need not call Securities of such Series for redemption, except upon
receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Securities of that
Series purchased by the Company having an unpaid principal amount equal to the
cash payment required to be released to the Company.

                  Section  11.3. Redemption of Securities for Sinking Fund.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or

                                       51
<PAGE>

supplemental indenture in respect of a particular Series of Securities) before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 3.2 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 3.3. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

                  Section  12.1. Subsidiary Guarantee.

                  Each Subsidiary of the Company that, in accordance with the
terms of any Securities of a Series issued hereunder pursuant to any
supplemental indenture relating to such Securities, is required to become party
to this Indenture as a guarantor (each, a "Guarantor"), hereby, jointly and
severally, unconditionally guarantees to each Holder of a Security of a Series
that is to be guaranteed and that has been authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the obligations
of the Company hereunder or thereunder, that: (a) the principal of, premium, if
any, and interest, if any, on the Securities will be promptly paid by the
Company in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest, if any, on the Securities, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid by the Company in full or performed by the Company, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, that same
will be promptly paid by the Company in full when due or performed by the
Company in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. Failing payment when due by the
Company of any amount so guaranteed or any performance so guaranteed which
failure continues for three days after demand therefor is made to the Company
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor who executes a Subsidiary Guarantee
hereunder agrees that this is a guarantee of payment and not a guarantee of
collection.

                  Each Guarantor who executes a Subsidiary Guarantee hereunder
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Securities or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any
Holder of the Securities with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor who executes a Subsidiary
Guarantee hereunder waives diligence, presentment, demand of payment (except as
specifically provided in the preceding paragraph), filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands (except as
specifically provided in the preceding paragraph) whatsoever and covenants that
this Subsidiary Guarantee shall not be discharged except by complete performance
of the obligations contained in the Securities and this Indenture.

                                       52
<PAGE>

                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

                  Each Guarantor who executes a Subsidiary Guarantee hereunder
agrees that it shall not be entitled to any right of subrogation in relation to
the Holders, in respect of any obligations guaranteed hereby, until payment in
full of all obligations guaranteed hereby. Each Guarantor who executes a
Subsidiary Guarantee hereunder further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated, as provided in
Article VI hereof or as may be provided in any supplemental indenture hereto,
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof or as may be
provided in any supplemental indenture hereto, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for
the purpose of this Subsidiary Guarantee, failing payment when due by the
Company which failure continues for three days after demand therefor is made to
the Company. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.

                  Section  12.2. Limitation on Guarantor Liability.

                  Each Guarantor who executes a Subsidiary Guarantee hereunder,
and by its acceptance of Securities, each Holder, hereby confirms that it is the
intention of all such parties that the Subsidiary Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any Subsidiary
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
under its Subsidiary Guarantee and this Article shall be limited to the maximum
amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article, result in
the obligations of such Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.

                  Section  12.3. Execution and Delivery of Subsidiary Guarantee.

                  To evidence the Subsidiary Guarantees set forth in Section
12.1, the Company hereby agrees to cause a notation of such Subsidiary Guarantee
endorsed by manual or facsimile signature by an Officer of each Guarantor on
each Note authenticated and delivered by the Trustee and that a supplemental
indenture shall be executed on behalf of each Guarantor by its President,
Executive or Senior Vice President, Treasurer or one of its Vice Presidents. The
Company shall cause all future Guarantors to execute a supplemental indenture.

                                       53
<PAGE>

                  Each Guarantor who executes a Subsidiary Guarantee hereunder
agrees that its Subsidiary Guarantee set forth in Section 12.1 shall remain in
full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.

                  If an Officer whose signature is on any supplemental indenture
or on the Subsidiary Guarantee no longer holds that office at the time the
Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid and obligatory nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

                                  ARTICLE XIII.
                                  SUBORDINATION

                  Section  13.1. Agreement to Subordinate.

                  The Company and the Trustee each agrees, and each Holder by
accepting a Security agrees, that the principal, premium, if any, interest,
Additional Amounts, if any, and other payment obligations of any kind evidenced
by the Securities and this Indenture (including any obligations to repurchase
the Securities) are subordinated in right of payment, to the extent and in the
manner provided in this Article, to the prior payment in full in cash or Cash
Equivalents of all Senior Indebtedness (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

                  Section  13.2. Liquidation; Dissolution; Bankruptcy.

                  In the event of any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding in connection therewith, relating to the Company or to its
assets, or any liquidation, dissolution or other winding-up of the Company,
whether voluntary or involuntary, or any assignment for the benefit of creditors
or other marshaling of assets or liabilities of the Company, the holders of
Senior Indebtedness will be entitled to receive payment in full in cash or Cash
Equivalents of all Senior Indebtedness, or provision shall be made for such
payment in full, before the Holders of Securities will be entitled to receive
any payment or distribution of any kind or character (other than any payment or
distribution in the form of equity securities or subordinated securities of the
Company or any successor obligor which, in the case of any such subordinated
securities, are subordinated in right of payment to all Senior Indebtedness that
may at the time be outstanding to at least the same extent as the Securities are
so subordinated (such equity securities or subordinated securities are
hereinafter referred to as "Permitted Junior Securities") and any payment made
pursuant to the provisions described in Article VIII from monies or U.S.
Government Obligations previously deposited with the Trustee) on account of
principal of, or premium, if any, interest, Additional Amounts, if any, or any
other payment obligations (including any obligation to repurchase the
Securities) on the Securities; and any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or

                                       54
<PAGE>

securities (other than a payment or distribution in the form of Permitted Junior
Securities and payments made pursuant to the provisions described in Article
VIII from monies or U.S. Government obligations previously deposited with the
Trustee), by set-off or otherwise, to which the Holders of the Securities or the
Trustee would be entitled but for the provisions of this Article shall be paid
by the liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

                  Section  13.3. Default on Designated Senior Indebtedness.

                  (a)      No payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities (other
than a payment or distribution in the form of Permitted Junior Securities and
payments made pursuant to the provisions described in Article VIII from monies
or U.S. Government Obligations previously deposited with the Trustee), may be
made by or on behalf of the Company on account of principal of, premium, if any,
interest or Additional Amounts, if any, on the Securities or on account of the
purchase, redemption or other acquisition of Securities upon the occurrence of
any default in payment (whether at Stated Maturity, upon scheduled installment,
by acceleration or otherwise) of principal of, premium, if any, or interest on
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") until such Payment Default shall have been cured or waived in writing
or shall have ceased to exist or such Designated Senior Indebtedness shall have
been discharged or paid in full in cash or Cash Equivalents.

                  (b)      No payment or distribution of any assets of the
Company of any kind or character, whether in cash, property or securities (other
than a payment or distribution in the form of Permitted Junior Securities and
payments made pursuant to the provisions described in Article VIII from monies
or U.S. Government Obligations previously deposited with the Trustee), may be
made by or on behalf of the Company on account of principal of, premium, if any,
interest or Additional Amounts, if any, on the Securities or on account of the
purchase, redemption or other acquisition of Notes for the period specified
below (a "Payment Blockage Period") upon the occurrence of any default or event
of default with respect to any Designated Senior Indebtedness (other than any
Payment Default) pursuant to which the maturity thereof may be accelerated (a
"Non-Payment Default") and receipt by the Trustee of written notice thereof from
the trustee or the representative of holders of Designated Senior Indebtedness.

                  The Payment Blockage Period will commence upon the date of
receipt by the Trustee of written notice from the trustee or the representative
of the holders of the Designated Senior Indebtedness in respect of which the
Non-Payment Default exists and shall end on the earliest of:

                  (i)      179 days thereafter (provided that any Designated
         Senior Indebtedness as to which notice was given shall not theretofore
         have been accelerated);

                                       55
<PAGE>

                  (ii)     the date on which such Non-Payment Default is cured
         or waived;

                  (iii)    the date on which such Designated Senior Indebtedness
         is discharged or paid in full; or

                  (iv)     the date on which such Payment Blockage Period shall
         have been terminated by written notice to the Trustee or the Company
         from the trustee or such other representative initiating such Payment
         Blockage Period,

after which the Company will resume making any and all required payments in
respect of the Securities, including any missed payments. In any event, not more
than one Payment Blockage Period may be commenced during any period of 365
consecutive days. No Non-Payment Default that existed or was continuing on the
date of the commencement of any Payment Blockage Period will be, or can be made,
the basis for the commencement of a subsequent Payment Blockage Period, unless
such Non-Payment Default has been cured or waived for a period of not less than
90 consecutive days subsequent to the commencement of such initial Payment
Blockage Period.

                  Section  13.4. Acceleration of Securities.

                  If payment of the Securities is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior
Indebtedness of the acceleration.

                  Section  13.5. When Distribution Must Be Paid Over.

                  In the event that, notwithstanding the provisions of Section
13.2 or 13.3, any payment or distribution shall be received by the Trustee or
any Holder of Securities which is prohibited by such provisions, then such
payment shall be held by the Trustee or such Holder in trust for the benefit of,
and shall be paid over and delivered by the Trustee or such Holder of
Securities, as the case may be, to the trustee or any other representative of
holders of Senior Indebtedness, as their interest may appear, for application to
Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Company or any other Person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article,
except if such payment is made as a result of the bad faith, willful misconduct
or negligence of the Trustee.

                  Section  13.6. Notice by the Company.

                  The Company shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company that would cause a payment of any
obligations with respect to the Securities to violate this Article, but failure
to give such notice shall not affect the subordination of the Securities to the
Senior Indebtedness as provided in this Article.

                                       56
<PAGE>

                  Section  13.7. Subrogation.

                  After all Senior Indebtedness is paid in full in cash or Cash
Equivalents and until the Securities are paid in full, Holders of Securities
shall be subrogated (equally and ratably with all other Indebtedness pari passu
in right of payment with the Securities) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders of Securities have
been applied to the payment of Senior Indebtedness.

                  Section  13.8. Relative Rights.

                  This Article defines the relative rights of Holders of
Securities and holders of Senior Indebtedness. Nothing in this Indenture shall:
(i) impair, as between the Company and Holders of Securities, the obligation of
the Company, which is absolute and unconditional, to pay principal of and
interest on the Securities in accordance with their terms; (ii) affect the
relative rights of Holders of Securities and creditors of the Company other than
their rights in relation to holders of Senior Indebtedness; or (iii) prevent the
Trustee or any Holder of Securities from exercising its available remedies upon
a Default or Event of Default, subject to the rights of holders and owners of
Senior Indebtedness to receive distributions and payments otherwise payable to
Holders of Securities. If the Company fails because of this Article XIII to pay
principal of or interest on a Security on the due date, the failure is still a
Default or Event of Default.

                  Section  13.9. Subordination May Not Be Impaired by the
Company.

                  No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Holder or by the failure of
the Company or any Holder to comply with this Indenture.

                  The Trustee and Holders agree that they will not challenge the
validity, enforceability or perfection of any Senior Indebtedness or the liens,
guarantees and security interests securing the same and that as between the
holders of the Senior Indebtedness on the one hand and the Trustee and Holders
on the other, the terms hereof shall govern even if all or part of the Senior
Indebtedness or such liens and security interests are voided, disallowed,
subordinated, set aside or otherwise invalidated in any judicial proceeding or
otherwise, regardless of the theory upon which such action is premised.

                  Without in any way limiting the generality of this Section,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Trustee or the Holders and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders to the holders of Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, the
Senior Credit Agreement or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding or secured; (b) sell, exchange,
release, foreclose against or otherwise deal with any property pledged,
mortgaged or otherwise

                                       57
<PAGE>

securing Senior Indebtedness; (c) release any Person liable in any manner for
the collection of Senior Indebtedness; and (d) exercise or refrain from
exercising any rights against the Company, any Subsidiary thereof or any other
Person.

                  Section  13.10. Distribution or Notice to Representative.

                  Whenever a distribution is to be made or a notice given to
holders of any Senior Indebtedness, the distribution may be made and the notice
given to their representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such representative(s) or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Securities for the purpose of ascertaining the
Persons entitled to participate in such distribution, all holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

                  Section  13.11. Rights of Trustee and Paying Agent.

                  Notwithstanding the provisions of this Article XIII or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Securities, unless a Responsible Officer of the
Trustee shall have received at its Corporate Trust Office at least one Business
Day prior to the date of such payment written notice of facts that would cause
the payment of any obligations with respect to the Securities to violate this
Article. Only the trustee or another representative of holders of Senior
Indebtedness may give the notice. Nothing in this Article shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.7.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

                  Section  13.12. Authorization to Effect Subordination.

                  Each Holder of Securities, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article and the subordination of the Subsidiary Guarantees as provided
in Section 13.14, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Company or any
Subsidiary (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise), the filing of a claim for the unpaid balance of its Securities in
the form required in those proceedings. If the Trustee does not file a proper
proof of claim or proof of debt in the form required in any proceeding referred
to in Section 6.4 at least 30 days before the expiration of the time to file
such claim, the

                                       58
<PAGE>

representatives are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Securities.

                  Section  13.13. Amendments.

                  The provisions of this Article (including, without limitation,
any definitions or other sections included by reference or incorporation or the
terms and conditions of the Subsidiary Guarantees and the subordination thereof)
shall not be amended or modified without the written consent of the holders of
all Senior Indebtedness.

                  Section 13.14. Subordination of Subsidiary Guarantees. The
obligations of any Subsidiary Guarantor under its executed Subsidiary Guarantee
pursuant to Article XII of the Indenture shall be junior and subordinated to the
prior payment in full in cash and Cash Equivalents of all Indebtedness under the
Senior Credit Agreement (including the Material Loan Documents as defined
therein) and any indebtedness of such Subsidiary Guarantor which is senior in
right of payment to such executed Subsidiary Guarantee, on the same basis as the
Securities are junior and subordinated to Senior Indebtedness of the Company.
For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by any of the Subsidiary
Guarantors only at such times as they may receive and/or retain payments in
respect of the Securities pursuant to the Indenture, including Sections 13.1
through 13.13 of the Indenture. The provisions of this Section 13.14 (including,
without limitation, any definitions or other sections included by reference or
incorporation or the terms and conditions of any Subsidiary Guarantees) shall
not be amended or modified without the written consent of the holders of all
Indebtedness under the Senior Credit Agreement (including the Material Loan
Documents as defined therein) and any indebtedness of any Subsidiary Guarantor
which is senior in right of payment to an executed Subsidiary Guarantee.

                                       59
<PAGE>

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

                              PROVINCE HEALTHCARE COMPANY

                              By:  /s/  John M. Rutledge
                                   ---------------------------------------------
                                   Name: John M. Rutledge
                                   Title: President and Chief Operating Officer

                              U.S. BANK TRUST NATIONAL ASSOCIATION,
                              as Trustee

                              By:  /s/  Adam Berman
                                   ---------------------------------------
                                   Name: Adam Berman
                                   Title: Trust Officer

                                       60