Exhibit
4.1  
 UHS MERGER SUB, INC.  SECOND LIEN SENIOR SECURED FLOATING RATE NOTES DUE 2015  and  SECOND LIEN SENIOR SECURED PIK TOGGLE NOTES DUE 2015   
   INDENTURE  Dated as of May 31, 2007   
   Wells Fargo Bank, National Association  Trustee


CROSS-REFERENCE TABLE*  Trust Indenture 
  Act Section
  
  Indenture Section310(a)
  (1)
  
  7.10(a)
  (2)
  
  7.10(a)
  (3)
  
  N.A.(a)
  (4)
  
  N.A.(a)
  (5)
  
  7.10(b)
  
  
  7.10(c)
  
  
  N.A.311(a)
  
  
  7.11(b)
  
  
  7.11(c)
  
  
  N.A.312(a)
  
  
  2.05(b)
  
  
  13.03(c)
  
  
  13.03313(a)
  
  
  7.06(b)(1)
  
  
  N.A.(b)(2)
  
  
  7.06; 7.07(c)
  
  
  7.06; 13.02(d)
  
  
  7.06314(a)
  
  
  4.03; 13.02;
  13.05(b)
  
  
  N.A(c)
  (1)
  
  13.04(c)
  (2)
  
  13.04(c)
  (3)
  
  N.A.(d)
  
  
  N.A.(e)
  
  
  13.05(f)
  
  
  N.A.315(a)
  
  
  7.01(b)
  
  
  7.05; 13.02(c)
  
  
  7.01(d)
  
  
  7.01(e)
  
  
  6.11316(a)
  (last
  sentence)
  
  2.09(a)
  (1)(A)
  
  6.05(a)
  (1)(B)
  
  6.04(a)
  (2)
  
  N.A.(b)
  
  
  6.07(c)
  
  
  2.12317(a)
  (1)
  
  6.08(a)
  (2)
  
  6.09(b)
  
  
  2.04318(a)
  
  
  13.01(b)
  
  
  N.A.  ii


Trust Indenture 
  Act Section
  
  Indenture Section(c)
  
  
  13.01  
 N.A. means not applicable. * This Cross Reference Table is not part of the Indenture.  iii


Table of Contents  PageARTICLE 1DEFINITIONS AND INCORPORATIONBY REFERENCESection 1.01
  Definitions
  1Section 1.02
  Other Definitions
  26Section 1.03
  Incorporation by Reference of TIA
  27Section 1.04
  Rules of Construction
  27ARTICLE 2THE NOTESSection 2.01
  Form and Dating
  28Section 2.02
  Execution and Authentication
  29Section 2.03
  Registrar and Paying Agent
  30Section 2.04
  Paying Agent to Hold Money in Trust
  30Section 2.05
  Holder Lists
  31Section 2.06
  Transfer and Exchange
  31Section 2.07
  Replacement Notes
  44Section 2.08
  Outstanding Notes
  45Section 2.09
  Treasury Notes
  45Section 2.10
  Temporary Notes
  45Section 2.11
  Cancellation
  46Section 2.12
  Defaulted Interest
  46ARTICLE 3REDEMPTION AND PREPAYMENTSection 3.01
  Notices to Trustee
  46Section 3.02
  Selection of Notes to Be Redeemed
  or Purchased
  47Section 3.03
  Notice of Redemption
  47Section 3.04
  Effect of Notice of Redemption
  48Section 3.05
  Deposit of Redemption or Purchase
  Price
  49Section 3.06
  Notes Redeemed or Purchased in Part
  49Section 3.07
  Optional Redemption
  49Section 3.08
  Mandatory Redemption
  51Section 3.09
  Offer to Purchase by Application of
  Excess Proceeds
  51ARTICLE 4COVENANTSSection 4.01
  Payment of Notes
  54Section 4.02
  Maintenance of Office or Agency
  54Section 4.03
  Reports
  55  iv


Section 4.04
  Compliance Certificate
  56Section 4.05
  [Reserved.]
  56Section 4.06
  Stay, Extension and Usury Laws
  56Section 4.07
  Restricted Payments
  56Section 4.08
  Dividend and Other Payment
  Restrictions Affecting Subsidiaries
  61Section 4.09
  Incurrence of Indebtedness and
  Issuance of Preferred Stock
  63Section 4.10
  Asset Sales
  66Section 4.11
  Transactions with Affiliates
  68Section 4.12
  Liens
  70Section 4.13
  [Reserved.]
  70Section 4.14
  [Reserved.]
  70Section 4.15
  Offer to Repurchase Upon Change of
  Control
  70Section 4.16
  Guarantees
  72Section 4.17
  Payments for Consent
  73Section 4.18
  Designation of Restricted and
  Unrestricted Subsidiaries
  74ARTICLE 5SUCCESSORSSection 5.01
  Merger, Consolidation, or Sale of
  Assets
  74Section 5.02
  Successor Corporation Substituted
  75ARTICLE 6DEFAULTS AND REMEDIESSection 6.01
  Events of Default
  76Section 6.02
  Acceleration
  78Section 6.03
  Other Remedies
  79Section 6.04
  Waiver of Past Defaults
  79Section 6.05
  Control by Majority
  79Section 6.06
  Limitation on Suits
  79Section 6.07
  Rights of Holders of Notes to
  Receive Payment
  80Section 6.08
  Collection Suit by Trustee
  80Section 6.09
  Trustee May File Proofs of Claim
  80Section 6.10
  Priorities
  81Section 6.11
  Undertaking for Costs
  81ARTICLE 7TRUSTEESection 7.01
  Duties of Trustee
  81Section 7.02
  Rights of Trustee
  82Section 7.03
  Individual Rights of Trustee
  83Section 7.04
  Trustees Disclaimer
  83Section 7.05
  Notice of Defaults
  83Section 7.06
  Reports by Trustee to Holders of
  the Notes
  84Section 7.07
  Compensation and Indemnity
  84  v


Section 7.08
  Replacement of Trustee
  85Section 7.09
  Successor Trustee by Merger, etc.
  86Section 7.10
  Eligibility; Disqualification
  86Section 7.11
  Preferential Collection of Claims
  Against Company
  86ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01
  Option to Effect Legal Defeasance
  or Covenant Defeasance
  87Section 8.02
  Legal Defeasance and Discharge
  87Section 8.03
  Covenant Defeasance
  87Section 8.04
  Conditions to Legal or Covenant
  Defeasance
  88Section 8.05
  Deposited Money and Government
  Securities to be Held in Trust; Other Miscellaneous Provisions
  89Section 8.06
  Repayment to Company
  90Section 8.07
  Reinstatement
  90ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01
  Without Consent of Holders of Notes
  91Section 9.02
  With Consent of Holders of Notes
  92Section 9.03
  Compliance with TIA
  93Section 9.04
  Revocation and Effect of Consents
  94Section 9.05
  Notation on or Exchange of Notes
  94Section 9.06
  Trustee to Sign Amendments, etc.
  94ARTICLE 10SUBSIDIARY GUARANTEESSection 10.01
  Guarantee
  94Section 10.02
  Limitation on Guarantor Liability
  95Section 10.03
  Execution and Delivery of
  Subsidiary Guarantee
  96Section 10.04
  Guarantors May Consolidate, etc.,
  on Certain Terms
  96Section 10.05
  Releases
  97ARTICLE 11SATISFACTION AND DISCHARGESection 11.01
  Satisfaction and Discharge
  98Section 11.02
  Application of Trust Money
  99ARTICLE 12SECURITY DOCUMENTS AND SECURITYSection 12.01
  Rights of the Collateral Agent
  99Section 12.02
  Security Documents
  100Section 12.03
  Application of Proceeds of
  Collateral
  101  vi


Section 12.04
  Possession, Use and Release of
  Collateral
  101Section 12.05
  Opinion of Counsel
  103Section 12.06
  Further Assurances
  103Section 12.07
  Certain TIA Requirements
  104Section 12.08
  Suits to Protect the Collateral
  104Section 12.09
  Purchaser Protected
  105Section 12.10
  Powers Exercisable by Receiver or
  Trustee
  105Section 12.11
  Release of Second Priority Liens
  105ARTICLE 13MISCELLANEOUSSection 13.01
  TIA Controls
  106Section 13.02
  Notices
  106Section 13.03
  Communication by Holders of Notes
  with Other Holders of Notes
  107Section 13.04
  Certificate and Opinion as to
  Conditions Precedent
  107Section 13.05
  Statements Required in Certificate
  or Opinion
  107Section 13.06
  Rules by Trustee and Agents
  108Section 13.07
  No Personal Liability of Directors,
  Officers, Employees and Stockholders
  108Section 13.08
  Governing Law
  108Section 13.09
  No Adverse Interpretation of Other
  Agreements
  108Section 13.10
  Successors
  108Section 13.11
  Severability
  109Section 13.12
  Counterpart Originals
  109Section 13.13
  Table of Contents, Headings, etc.
  109EXHIBITSExhibit A1(a)
  FORM OF RULE 144A GLOBAL FLOATING RATE NOTEExhibit A1(b)
  FORM OF RULE 144A GLOBAL PIK TOGGLE NOTEExhibit A2(a)
  FORM OF REGULATION S TEMPORARY GLOBAL FLOATING RATE
  NOTEExhibit A2(b)
  FORM OF REGULATION S TEMPORARY GLOBAL PIK TOGGLE
  NOTEExhibit B
  FORM OF CERTIFICATE OF TRANSFERExhibit C
  FORM OF CERTIFICATE OF EXCHANGEExhibit D
  FORM OF SUBSIDIARY GUARANTEEExhibit E
  FORM OF SUPPLEMENTAL
  INDENTURE  vii


INDENTURE,
dated as of May 31, 2007, between UHS Merger Sub, Inc., a Delaware corporation
(the Company) that shall be merged with and into Universal Hospital
Services, Inc., a Delaware Corporation as the surviving corporation, and Wells
Fargo Bank, National Association, as trustee (the Trustee).  The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined) of the Second Lien
Senior Secured Floating Rate Notes due 2015 (the Floating Rate Notes)
and the Second Lien Senior Secured PIK Toggle Notes due 2015 (the PIK
Toggle Notes and, together with the Floating Rate Notes, the Notes).  On or after the date hereof, the Company
shall be merged with and into Universal Hospital Services, Inc., with Universal
Hospital Services, Inc. continuing as the surviving corporation and assuming
all of the obligations of the Company under this Indenture.  ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE  Section 1.01Definitions.  144A
Global Note means a Global Note substantially in the form of Exhibit A1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.  Acquired
Debt means, with respect to any specified Person:  (1)Indebtedness of any
other Person existing at the time such other Person is merged with or into or
became a Restricted Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Restricted Subsidiary of, such
specified Person; and  (2)Indebtedness secured by
a Lien encumbering any asset acquired by such specified Person.  Additional
Notes means additional Notes (other than the Initial Notes, Exchange Notes
for such Initial Notes issued pursuant to Sections 2.06, 2.07, 2.10 and 3.06
hereof, or Payment-in-Kind Notes) issued from time to time under this Indenture
in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as
the Initial Notes.  Affiliate
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such
specified Person.  For purposes of this
definition, control, as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person


will be deemed to be control.  For purposes of this definition, the terms controlling,
controlled by and under common control with have correlative meanings.  Agent
means any Registrar, co-registrar, Paying Agent or additional paying agent or
Collateral Agent.  Applicable
Premium means (1) with respect to any Floating Rate Note on any applicable
redemption date, the greater of (a) 1.0% of the then outstanding principal
amount of such Floating Rate Note and (b) the excess of (x) the present value
at such redemption date of the sum of the redemption price of such Floating
Rate Note at June 1, 2009 (such redemption price being set forth in the table
in Section 3.07(c) hereof) plus all required interest payments due on such
Floating Rate Note through June 1, 2009 (excluding accrued but unpaid
interest), computed using a discount rate equal to the Treasury Rate as of such
redemption date plus 50 basis points over (y) the then outstanding principal
amount of such Floating Rate Note assuming that the rate of interest on the
Floating Rate Notes through June 1, 2009 will be equal to the rate of interest
on the Floating Rate Notes in effect on the date on which the notice of
redemption is given, and (2) with respect to any PIK Toggle Note on any
applicable redemption date, the greater of (a) 1.0% of the then outstanding
principal amount of such PIK Toggle Note and (b) the excess of (x) the present
value at such redemption date of the sum of the redemption price of such PIK
Toggle Note at June 1, 2011 (such redemption price being set forth in the table
in Section 3.07(f) hereof) plus all required interest payments due on such PIK
Toggle Note through June 1, 2011 (calculated based on the Cash Interest rate
and excluding accrued but unpaid interest), computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points over
(y) the then outstanding principal amount of such PIK Toggle Note.  Applicable
Procedures means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.  Asset
Sale means the sale, lease, conveyance or other disposition of any assets
or rights; provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole will be governed by the provisions of Section 4.15 hereof
and/or the provisions of Section 5.01 hereof, and not by the provisions of
Section 4.10 hereof.  Notwithstanding
the preceding, none of the following items will be deemed to be an Asset Sale:  (1)any single transaction
or series of related transactions that involves assets having a Fair Market
Value of less than $2.5 million;  (2)a transfer of assets
between or among the Company and its Restricted Subsidiaries;  (3)an issuance of Equity
Interests by a Restricted Subsidiary of the Company to the Company or to
another Restricted Subsidiary of the Company or the issuance of Equity
Interests by a Restricted Subsidiary of the Company in which the Companys
percentage interest (direct and indirect) in the Equity Interests of such
Restricted  2


Subsidiary, after giving
effect to such issuance, is at least equal to its percentage interest prior
thereto;  (4)the sale, lease,
conveyance or other disposition of assets in the ordinary course of business
and any sale or other disposition of damaged, worn-out or obsolete assets in
the ordinary course of business;  (5)the sale or other
disposition of cash or Cash Equivalents; and  (6)disposition of an
account receivable in connection with the settlement, collection or compromise
thereof in the ordinary course of business or in bankruptcy or similar
proceedings;  (7)a Restricted Payment
that does not violate Section 4.07 hereof or a Permitted Investment;  (8)the creation of a Lien
not prohibited by the Indenture;  (9)the grant in the
ordinary course of business of any non-exclusive license of patents,
trademarks, registration thereof or any other similar intellectual property;  (10)any release of intangible
claims or rights in connection with the loss or settlement of a bona fide
lawsuit, dispute or other controversy; and  (11)leases or subleases in
the ordinary course of business to third persons not interfering in any material
respect with the business of the Company or any of its Restricted Subsidiaries.  Bankruptcy
Law means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.  Beneficial
Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular person (as that term is used in Section 13(d)(3) of the
Exchange Act), such person will be deemed to have beneficial ownership of all
securities that such person has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time.  The
terms Beneficially Owns and Beneficially Owned have a
corresponding meaning.  Board
of Directors means:  (1)with respect to a
corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board; and  (2)with respect to any
other Person, the board or committee of such Person serving a similar function.  3


Borrowing
Base means, as of any date, an amount equal to:  (1)85% of the face amount
of all accounts receivable owned by the Company and its Restricted Subsidiaries
as of the end of the most recent fiscal quarter preceding such date that were
not more than 90 days past due; plus  (2)60% of the book value
of all rental equipment owned by the Company and its Restricted Subsidiaries as
of the end of the most recent fiscal quarter preceding such date; plus  (3)50% of the book value
of all wholesale disposables owned by the Company and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter preceding such
date; plus  (4)20% of the book value
of all equipment disposables owned by the Company and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter preceding such
date.  Broker-Dealer
has the meaning set forth in the Registration Rights Agreement.  Business
Day means any day other than a Legal Holiday.  Calculation
Date has the meaning provided to such term in the definition of Fixed
Charge Coverage Ratio.  Capital
Lease Obligation means, at the time any determination is to be made, the
amount of the liability in respect of a capital lease that would at that time
be required to be capitalized on a balance sheet in accordance with GAAP.  Capital
Stock means:  (1)in the case of a
corporation, corporate stock;  (2)in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock;  (3)in the case of a
partnership or limited liability company, partnership interests (whether
general or limited) or membership interests; and  (4)any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.  Cash
Equivalents means:  4


(1)United States dollars
(including such dollars as are held as overnight bank deposits and demand
deposits with banks);  (2)securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government (provided that the
full faith and credit of the United States is pledged in support of those
securities) having maturities of not more than 360 days from the date of
acquisition;  (3)time deposit accounts,
term deposit accounts, money market deposit accounts, time deposits, bankers
acceptances, certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any lender party to the Credit Agreement or with
any domestic commercial bank having capital and surplus in excess of $500.0
million and a Thomson Bank Watch Rating of B or better;  (4)repurchase obligations
with a term of not more than ten days for underlying securities of the types
described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above;  (5)commercial paper having
one of the two highest ratings obtainable from Moodys Investors Service, Inc.
or Standard & Poors Rating Services and, in each case, maturing within six
months after the date of acquisition; and  (6)money market funds at
least 90% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (5) of this definition.  Change
of Control means the occurrence of any of the following:  (1)the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole to any person (as that term is used in Section
13(d) of the Exchange Act) other than a Principal or a Related Party of a
Principal;  (2)the consummation of any
transaction (including, without limitation, any merger or consolidation), the
result of which is that any person (as defined in clause (1) above) other
than a Principal or a Related Party of a Principal becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Company, measured by voting power rather than number of shares; or  (3)the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash,
securities or other property, other than (a) any such transaction where the
Voting Stock of the Company outstanding immediately prior to such transaction
is converted into or exchanged for Voting Stock of the surviving or transferee
Person constituting a majority of the outstanding shares of  5


such Voting Stock of such
surviving or transferee Person (immediately after giving effect to such
issuance) or (b) any such transaction in which the surviving Person or
transferee is a Person controlled by the Principals or their Related Parties.  Clearstream
means Clearstream Banking, S.A.  Collateral
means all of the Collateral referred to in the Security Documents and all of
the other property and assets that are or are intended under the terms of this
Indenture and the Security Documents to be subject to Second Priority Liens in
favor of the Collateral Agent for the benefit of the Trustee and the Holders.  Collateral
Agent means the Person appointed as such in accordance with the terms of
Section 12.01 hereof.  Company
means UHS Merger Sub, Inc. (a wholly owned subsidiary of Holdco), and any and
all successors thereto including, upon the consummation of the Merger and
execution and delivery of the Joinder Agreement, UHS.  Consolidated
Cash Flow means, for any period, the sum of, without duplication,
Consolidated Net Income for such period, plus (or, in the case of clause (6)
below, plus or minus) the following items to the extent included in computing
Consolidated Net Income for such period:  (1)Fixed Charges for such
period; plus  (2)the provision for
federal, state, local and foreign income taxes of the Company and its
Restricted Subsidiaries for such period; plus  (3)depreciation,
amortization (including amortization of intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and
its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; plus  (4)any reasonable expenses
or charges incurred in connection with any Equity Offering, Permitted
Investment, acquisition, recapitalization or Indebtedness permitted to be
incurred under the Indenture (in each case whether or not consummated) or the
Transactions and, in each case, deducted in such period in computing
Consolidated Net Income; plus  (5)the amount of
management, monitoring, consulting, advisory fees, termination payments and
related expenses paid to the Equity Sponsors (or any accruals relating to such fees
and related expenses) during such period; plus  6


(6)any other non-cash
charges for such period, and minus non-cash items increasing Consolidated Net
Income for such period, other than non-cash charges or items increasing
Consolidated Net Income resulting from changes in prepaid assets or accrued
liabilities in the ordinary course of business; plus  (7)Minority Interest; plus  (8)Fees and expenses
payable to David E. Dovenberg according to the terms of the his management
agreement with UHS, not to exceed $200,000 for any applicable four-quarter
period;  provided that Fixed Charges, income tax expense,
depreciation and amortization expense and non-cash charges of a Restricted
Subsidiary will be included in Consolidated Cash Flow only to the extent (and
in the same proportion) that the net income of such Subsidiary was included in
calculating Consolidated Net Income for such period.  Consolidated
Net Income means, for any period, the net income (or net loss) of the
Company and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, adjusted to the extent included in
calculating such net income or loss by excluding:  (1)any net after-tax
extraordinary, nonrecurring or unusual gains or losses (less all fees and
expenses relating thereto);  (2)any net after-tax gains
or losses (less all fees and expenses relating thereto) attributable to Asset
Sales, dispositions of securities or discontinued operations;  (3)the portion of net
income (or loss) of any Person (other than the Company or a Restricted
Subsidiary) in which the Company or any Restricted Subsidiary has an ownership
interest, except to the extent of the amount of dividends or other
distributions actually paid to the Company or any Restricted Subsidiary in cash
during such period;  (4)the net income (but not
the net loss) of any Restricted Subsidiary to the extent that the declaration
or payment of dividends or similar distributions by such Restricted Subsidiary
is at the date of determination restricted, directly or indirectly, except to
the extent that such net income is actually paid to the Company or a Restricted
Subsidiary thereof by loans, advances, intercompany transfers, principal
repayments or otherwise;  (5)non-cash compensation
charges, including any such charges arising from stock option, restricted stock
grants or other equity-incentive programs;  (6)any net after-tax gains
or losses (less all fees and expenses or charges relating thereto) attributable
to the early extinguishment or conversion of Indebtedness or Hedging
Obligations;  (7)unrealized gains and
losses from Hedging Obligations or embedded derivatives that require the same
accounting treatment as Hedging Obligations;  7


(8)the effect of any
non-cash items resulting from any amortization, write-up, write-down, write-off
or impairment of any assets (including intangible assets, goodwill and deferred
financing costs) or liabilities in connection with the Transactions or any
future acquisition, merger, consolidation or similar transaction or any other
non-cash impairment charges incurred subsequent to the Issue Date resulting
from the application of SFAS Nos. 142 and 144 (excluding any such non-cash item
to the extent it represents an accrual of or reserve for cash expenditures in
any future period except to the extent such item is subsequently reversed)
shall be excluded; and  (9)the cumulative effect
of a change in accounting principles.  Consolidated
Total Assets means the consolidated total assets of the Company and its
Restricted Subsidiaries determined in accordance with GAAP, provided, however,
that the Consolidated Total Assets measured as of any date prior to the Issue Date
shall be determined giving pro forma effect to the Transactions.  Corporate
Trust Office of the Trustee will be at the address of the Trustee
specified in Section 13.02 hereof or such other address as to which the Trustee
may give notice to the Company.  Credit
Agreement means that certain credit agreement, dated as of the Issue Date,
by and among the Company, Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services Inc., as Administrative Agent, and the lenders from
time to time party thereto, providing for up to $135.0 million of revolving
credit borrowings, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case, as amended, restated, modified, renewed, refunded, replaced (whether
upon termination or otherwise) or refinanced (including by means of sales of
debt securities to institutional investors) in whole or in part from time to
time.  Credit
Facilities means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case,
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in
part from time to time.  Custodian
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.  Default
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default.  Definitive
Note means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06 hereof, substantially in the
form of Exhibit A1 or Exhibit A2 hereto except that such Note shall not bear
the Global Note Legend and shall not have the Schedule of Exchanges of
Interests in the Global Note attached thereto.  8


Depositary
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary with
respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.  Designated
Non-cash Consideration means the Fair Market Value of non-cash
consideration received by the Company or any of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officers Certificate setting forth the basis of
such valuation, less the amount of cash or Cash Equivalents received in
connection with a subsequent sale of such Designated Non-cash Consideration.  Disqualified
Stock means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable, in each
case at the option of the holder of the Capital Stock), or upon the happening
of any event, matures or is mandatory redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. 
Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof.  The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum
amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions
of, such Disqualified Stock, exclusive of accrued dividends.  Domestic
Subsidiary means any Restricted Subsidiary of the Company that is
organized under the laws of the United States, any state of the United States
or the District of Columbia.  Equity
Interests means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).  Equity
Offering means any issuance or sale of Equity Interests (other than
Disqualified Stock) of the Company or any of its direct or indirect parent
companies to the extent the proceeds thereof are contributed to the common
equity capital of the Company.  Equity
Sponsors means Bear Stearns Merchant Bank and its Affiliates.  Euroclear
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.  Exchange
Act means the Securities Exchange Act of 1934, as amended.  9


Exchange
Notes means the Notes issued in the Exchange Offer pursuant to Section
2.06(f) hereof.  Exchange
Offer has the meaning set forth in the Registration Rights Agreement.  Exchange
Offer Registration Statement has the meaning set forth in the Registration
Rights Agreement.  Existing
Indebtedness means Indebtedness of the Company and its Subsidiaries (other
than Indebtedness under the Credit Agreement) in existence on the date of this
Indenture, until such amounts are repaid.  Fair
Market Value means the value that would be paid by a willing buyer to an
unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors
of the Company (unless otherwise provided in this Indenture).  First
Priority Lien Obligations means:  (1)Indebtedness (and
related Obligations) secured by a Lien on the Collateral incurred pursuant to
and permitted by clause (1) of the definition of Permitted Debt at that time
outstanding;  (2)Indebtedness (and
related Obligations) incurred under clause (8) of the definition of Permitted
Debt; and  (3)Indebtedness (and
related Obligations) incurred in accordance with Section 4.09 hereof in an
aggregate principal amount outstanding at any time not to exceed $25.0 million.  First
Priority Lien Representative means the administrative agent under the
Credit Agreement and any replacement or successors thereof.  First
Priority Liens means all Liens that secure the First Priority Lien
Obligations.  Fixed
Charge Coverage Ratio means with respect to any specified Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period.  In the event that the specified Person or any
of its Restricted Subsidiaries incurs, assumes, Guarantees, repays,
repurchases, redeems, defeases or otherwise discharges any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems
Disqualified Stock or Preferred Stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the Calculation Date), then the Fixed Charge
Coverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of
Disqualified Stock or Preferred Stock, and the use of the proceeds  10


therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period.  In
addition, for purposes of calculating the Fixed Charge Coverage Ratio:  (1)acquisitions that have
been made by the specified Person or any of its Restricted Subsidiaries,
including through mergers or consolidations, or any Person or any of its
Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted Subsidiaries, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date will be given pro forma effect as if they had
occurred on the first day of the four-quarter reference period;  (2)the Consolidated Cash
Flow attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses (and ownership interests therein) disposed
of prior to the Calculation Date, will be excluded;  (3)the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses (and ownership interests therein) disposed of
prior to the Calculation Date, will be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of
the specified Person or any of its Restricted Subsidiaries following the
Calculation Date;  (4)any Person that is a
Restricted Subsidiary on the Calculation Date will be deemed to have been a
Restricted Subsidiary at all times during such four-quarter period;  (5)any Person that is not
a Restricted Subsidiary on the Calculation Date will be deemed not to have been
a Restricted Subsidiary at any time during such four-quarter period; and  (6)if any Indebtedness
bears a floating rate of interest, the interest expense on such Indebtedness
will be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a
remaining term as at the Calculation Date in excess of 12 months).  For
purposes of this definition, whenever pro forma effect is to be given
(including, without limitation, the Transactions), the pro forma calculations
shall be determined in good faith by a responsible financial or accounting
Officer of the Company and shall comply with the requirements of Regulation S-X
promulgated by the SEC, except that such pro forma calculations may include
operating expense reductions for such period resulting from the transaction
which is being given pro forma effect that (A)
have been realized or (B) for which the
steps necessary for realization have been taken (or are taken concurrently with
such transaction) or (C) for which the
steps necessary for realization are reasonably expected to be taken with the
twelve month period following such transaction or (D) that have been added to pro forma EBITDA to calculate pro forma
Adjusted EBITDA as set forth in the Companys Offering Memorandum, dated May
22, 2007, relating to the offering of the Initial Notes, in  11


footnote 3 under SummarySummary Historical and Pro
Forma Financial Data (without duplication of amounts otherwise included in the
calculation of Consolidated Cash Flow) and, in each case, including, but not
limited to, (a) reduction in personnel expenses, (b) reduction of costs related
to administrative functions, (c) reduction of costs related to leased or owned
properties, (d) reductions from the consolidation of operations and
streamlining of corporate overhead, (e) adjustments to give pro forma effect of
the Intellamed acquisition (as described in the Offering Memorandum, dated May
22, 2007, relating to the offering of the Initial Notes) and (f) adjustments to
give pro forma effect of the Stryker partnership (as described in the Offering
Memorandum, dated May 22, 2007, relating to the offering of the Initial Notes),
provided that, in each case, such adjustments are set forth in an Officers
Certificate signed by the Companys chief financial officer and another Officer
which states (i) the amount of such adjustment or adjustments, (ii) in the case
of items (B) or (C) above, that such adjustment or adjustments are based on the
reasonable good faith beliefs of the Officers executing such Officers
Certificate at the time of such execution and (iii) that any related incurrence
of Indebtedness is permitted pursuant to this Indenture.  Fixed
Charges means, with respect to any specified Person for any period, the
sum, without duplication, of:  (1)the consolidated
interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued, including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations in respect of
interest rates; plus  (2)the consolidated
interest of such Person and its Restricted Subsidiaries that was capitalized
during such period; plus  (3)any interest accruing
on Indebtedness of another Person that is Guaranteed by such Person or one of
its Restricted Subsidiaries or secured by a Lien on assets of such Person or
one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is
called upon; plus  (4)the product of (a) all
dividends, whether paid or accrued and whether or not in cash, on any series of
Preferred Stock of such Person or any of its Restricted Subsidiaries, other
than dividends on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted
Subsidiary of the Company; times (b) a fraction, the numerator of which is one
and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.  GAAP
means generally accepted accounting principles in the United States of America,
as set forth in the opinions and pronouncements of the Accounting Principles
Board of  12


the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
Issue Date.  Global
Note Legend means the legend set forth in Section 2.06(g)(B) hereof, which
is required to be placed on all Global Notes issued under this Indenture.  Global
Notes means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes deposited with or on behalf of and
registered in the name of the Depository or its nominee, substantially in the
form of Exhibit A1(a) or Exhibit A2(a) (with respect to Global Notes
representing Floating Rate Notes) and Exhibit A1(b) or Exhibit A2(b) (with
respect to Global Notes representing PIK Toggle Notes) hereto and that bears
the Global Note Legend and that has the Schedule of Exchanges of Interests in
the Global Note attached thereto, issued in accordance with Sections 2.01,
2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.  Government
Securities means direct obligations of, or obligations guaranteed by, the
United States of America, and the payment for which the United States pledges
its full faith and credit.  Guarantee
means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take or pay or to maintain financial statement
conditions or otherwise).  Guarantors
means each Subsidiary of the Company that executes a Subsidiary Guarantee in
accordance with the provisions of this Indenture and their respective
successors and assigns.  Hedging
Obligations means, with respect to any specified Person, the obligations
of such Person under:  (1)interest rate swap
agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements;  (2)other agreements or
arrangements designed to manage interest rates or interest rate risk; and  (3)other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange rates or commodity prices.  Holdco
means UHS Holdco, Inc., and any and all successors thereto.  Holder
means a Person in whose name a Note is registered.  13


Immaterial
Subsidiary means any Restricted Subsidiary of the Company that is
designated as an Immaterial Subsidiary pursuant to an Officers Certificate
delivered to the Trustee and that, at the time of such designation, has total
assets with a Fair Market Value of less than $1 million; provided that the Fair
Market Value of the total assets of all Restricted Subsidiaries that are
Immaterial Subsidiaries does not in the aggregate at any time exceed $2.5
million.  Indebtedness
means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent:  (1)in respect of borrowed
money;  (2)evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof);  (3)in respect of bankers
acceptances;  (4)representing Capital
Lease Obligations;  (5)representing the
balance deferred and unpaid of the purchase price of any property or services due
more than six months after such property is acquired or such services are
completed, except any such balance that represents an accrued expense or trade
payable; or  (6)representing any
Hedging Obligations,  if and to the extent any of the preceding items (other
than letters of credit and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with
GAAP.  In addition, the term Indebtedness
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person), but only to the extent that the aggregate amount of such Indebtedness
does not exceed the Fair Market Value of the asset, and, to the extent not otherwise
included, the Guarantee by the specified Person of any Indebtedness of any
other Person.  In no event will
obligations or liabilities in respect of any Capital Stock constitute
Indebtedness hereunder.  Indenture
means this Indenture, as amended or supplemented from time to time.  Indirect
Participant means a Person who holds a beneficial interest in a Global
Note through a Participant.  Initial
Notes means the first $230,000,000 aggregate principal amount of Floating
Rate Notes and the first $230,000,000 aggregate principal amount of PIK Toggle
Notes issued under this Indenture on the date hereof.  Initial
Purchasers means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Bear, Stearns & Co. Inc. and Wachovia Capital Markets, LLC.  14


Intercreditor
Agreement means that certain Intercreditor Agreement, to be dated as of
the Issue Date, between the Collateral Agent and the First Priority Lien
Representative, and acknowledged and consented to by the Company, as amended,
modified, restated, supplemented or replaced from time to time in accordance
with its terms.  Investments
means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees or other obligations), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.  If the Company or
any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Companys Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof.  Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes
in value.  Issue
Date means the first date Notes are issued under an Indenture.  Joinder
Agreement means the Joinder Agreement, dated as of May 31, 2007, among UHS
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns &
Co. Inc. and Wachovia Capital Markets, LLC, as representatives of the initial
purchasers under the Purchase Agreement, pursuant to which UHS will expressly
assume the Companys obligations under the Purchase Agreement.  Legal
Holiday means a Saturday, a Sunday or a day on which banking institutions
in The City of New York or at a place of payment are authorized by law,
regulation or executive order to remain closed. 
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 on such payment for the intervening period.  Letter
of Transmittal means the letter of transmittal to be prepared by the
Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.  Lien
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided,
that in no event shall an operating lease that is not a Capital Lease
Obligation be deemed to constitute a Lien.  15


Management
Agreement means the Management Agreement, dated as of the Issue Date,
among the Company, UHS Holdco, Inc. and Bear Stearns Merchant Bank.  Merger
means the merger of the Company with and into UHS on the Merger Closing Date,
with UHS continuing as the surviving corporation and becoming an indirect
wholly owned subsidiary of Holdco.  Merger
Agreement means the Agreement and Plan of Merger, dated as of April 15,
2007, by and among UHS Holdco, Inc., the Company, UHS and J. W. Childs Equity
Partners III, L.P. as the representative (as defined therein) pursuant to which
the Merger will be effected.  Merger
Closing Date means the date that the Merger is consummated and the Joinder
Agreement is executed and delivered.  Minority
Interest means, with respect to any Person, interests in income of any of
such Persons Subsidiaries held by one or more Persons other than such Person
or another Subsidiary of such Person, as reflected on such Persons
consolidated financial statements.  Net
Proceeds means the aggregate cash proceeds received by the Company or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, (a) fees and
expenses related to such Asset Sale (including legal, accounting and investment
banking fees, and sales and brokerage commissions, and any relocation expenses
incurred as a result of the Asset Sale), (b) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (c) amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness
constituting First Lien Obligations, secured by a Lien on the asset or assets
that were the subject of such Asset Sale provided that such asset or assets did
not constitute Collateral, (d) any reserve in accordance with GAAP against any
liabilities associated with such Asset Sale and retained by the seller after
such Asset Sale, including pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale and (e) cash
escrows (until released from escrow to the seller).  Non-Recourse
Debt means Indebtedness:  (1)as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor
or otherwise, or (c) constitutes the lender;  (2)no default with respect
to which would permit upon notice, lapse of time or both any holder of any Indebtedness
of the Company or any of its Restricted Subsidiaries to declare a default on
such Indebtedness or cause the payment of the Indebtedness to be accelerated or
payable prior to its Stated Maturity; and  16


(3)as to which the lenders
have been notified in writing that they will not have any recourse to the stock
or assets of the Company or any of its Restricted Subsidiaries (other than a
pledge of the Equity Interests of an Unrestricted Subsidiary).  Non-U.S.
Person means a Person who is not a U.S. Person.  Notes
has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes (including any Exchange
Notes issued in exchange therefor) and the Additional Notes shall be treated as
a single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.  Obligations
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.  Officer
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.  Officers
Certificate means a certificate signed on behalf of the Company by one
Officer of the Company, who must be the principal executive officer, the
principal financial officer, the treasurer or the principal accounting officer
of the Company, that meets the requirements of Section 13.05 hereof.  Opinion
of Counsel means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05
hereof.  The counsel may be an employee
of or counsel to the Company, any Subsidiary of the Company or the Trustee.  Participant
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).  Payment-in-Kind
Interest means interest paid with respect to the PIK Toggle Notes in the
form of increasing the outstanding principal amount of the PIK Toggle Notes by
issuing Payment-in-Kind Notes.  Payment-in-Kind
Notes means additional PIK Toggle Notes issued under this Indenture on the
same terms and conditions as the PIK Toggle Notes issued on the Issue Date in
connection with Payment-in-Kind Interest. 
For purposes of this Indenture, all references to PIK Toggle Notes
shall include any related Payment-in-Kind Notes.  Permitted
Business means any business conducted by the Company on the Issue Date and
any businesses that, in the good faith judgment of the Board of Directors of
the Company, are reasonably related, ancillary or complimentary thereto, or
reasonable extensions thereof, including, without limitation, the rental,
leasing, sale or servicing of medical equipment.  17


Permitted
Investments means:  (1)any Investment in the
Company or in a Restricted Subsidiary of the Company;  (2)any Investment in cash
or Cash Equivalents;  (3)any Investment by the
Company or any Restricted Subsidiary of the Company in a Person, if as a result
of such Investment:  (a)such Person becomes a
Restricted Subsidiary of the Company; or  (b)such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company;  (4)any Investment made as
a result of the receipt of non-cash consideration from an Asset Sale that was
made pursuant to and in compliance with Sections 3.09 and 4.10 hereof;  (5)any acquisition of
assets or Capital Stock solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company;  (6)any Investments received
in compromise or resolution of (a) obligations of trade creditors or customers
that were incurred in the ordinary course of business of the Company or any of
its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor
or customer; or (b) litigation, arbitration or other disputes with Persons who
are not Affiliates;  (7)Investments represented
by Hedging Obligations;  (8)loans or advances to
employees made in the ordinary course of business of the Company or the
Restricted Subsidiary of the Company in an aggregate principal amount not to
exceed $1.0 million at any one time outstanding;  (9)repurchases of the
Notes;  (10)Investments in existence
on the Issue Date;  (11)Investments in prepaid
expenses, negotiable instruments held for collection and lease, endorsements
for deposit or collection in the ordinary course of business, utility or
workers compensation, performance and similar deposits entered into as a result
of the operations of the business in the ordinary course of business;  (12)Investments of a Person
existing at the time such Person becomes a Restricted Subsidiary of the Company
or at the time such Person merges or consolidates with the Company or any of
its Restricted Subsidiaries, in either case, in compliance with  18


this Indenture; provided
that such Investments were not made by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
of the Company or such merger or consolidation; and  (13)other Investments in any
Person having an aggregate Fair Market Value when taken together with all other
Investments made pursuant to this clause (13) that are at the time outstanding
(without giving effect to any dividend or distribution pursuant to Section
4.07(b)(13)) not to exceed $25.0 million.  Permitted
Liens means:  (1)First Priority Liens;  (2)Liens in favor of the
Company or the Guarantors;  (3)Liens on property of a
Person existing at the time such Person is merged with or into or consolidated
with the Company or any Subsidiary of the Company; provided that such Liens
were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or
consolidated with the Company or the Subsidiary;  (4)Liens on property
(including Capital Stock) existing at the time of acquisition of the property
by the Company or any Subsidiary of the Company; provided that such Liens were
in existence prior to such acquisition and not incurred in contemplation of
such acquisition;  (5)Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business;  (6)Liens to secure
Indebtedness (including Capital Lease Obligations) permitted by Section
4.09(b)(4) hereof covering only the assets acquired with or financed by such
Indebtedness;  (7)Liens existing on the
Issue Date;  (8)Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent more
than 30 days or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any
reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor;  (9)Liens imposed by law,
such as carriers, warehousemens, landlords, suppliers and mechanics Liens,
in each case, incurred in the ordinary course of business;  (10)survey exceptions,
easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other  19


similar purposes, or
zoning or other restrictions as to the use of real property that were not
incurred in connection with Indebtedness and that do not in the aggregate
materially adversely affect the operation of the business of the Company and
its Restricted Subsidiaries, taken as a whole;  (11)Liens created for the
benefit of (or to secure) the Notes (or the Subsidiary Guarantees) or payment
obligations to the Trustee;  (12)Liens to secure any
Permitted Refinancing Indebtedness permitted to be incurred under this
Indenture; provided, however, that the new Lien shall be limited to all or part
of the same property and assets that secured or, under the written agreements
pursuant to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to, such property or proceeds or distributions
thereof);  (13)judgment liens not giving
rise to an Event of Default;  (14)Liens and rights of
setoff in favor of a bank imposed by law and incurred in the ordinary course of
business on deposit accounts maintained with such bank and cash and Cash
Equivalents in such accounts;  (15)Liens upon specific items
of inventory or other goods and proceeds of any Person securing such Persons
obligations in respect of bankers acceptances issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods;  (16)Second Priority Liens;
and  (17)Third Priority Liens.  Permitted
Refinancing Indebtedness means any Indebtedness of the Company or any of
its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to refund, refinance, replace, defease or discharge other
Indebtedness of the Company or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:  (1)the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness extended, refinanced, renewed, replaced, defeased or refunded
(plus all accrued interest on the Indebtedness and the amount of all expenses
and premiums incurred in connection therewith);  (2)such Permitted
Refinancing Indebtedness has a final maturity date not earlier than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;  (3)if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness is subordinated in right of payment to the Notes on terms at  20


least
as favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and  (4)such Indebtedness is
incurred either by the Company or by the Restricted Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.  Person
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.  PIK
Toggle Notes has the meaning assigned to it in the preamble to this
Indenture.  Preferred
Stock means, with respect to any Person, any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions upon liquidation.  Principals
means the Equity Sponsors, co-investors, general partners, managing members or
persons or entities performing similar function or any of their respective
Affiliates.  Private
Placement Legend means the legend set forth in Section 2.06(g)(A)(i)
hereof to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.  Purchase
Agreement means the Purchase Agreement, dated as of May 22, 2007, among
the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear,
Sterns & Co. Inc. and Wachovia Capital Markets, LLC, as Representatives of
the several Initial Purchasers (as defined therein).  QIB
means a qualified institutional buyer as defined in Rule 144A.  Registration
Rights Agreement means the Registration Rights Agreement, dated as of May
31, 2007, between the Company and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from
time to time and, with respect to any Additional Notes, one or more
registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from
time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.  Regulation
S means Regulation S promulgated under the Securities Act.  Regulation
S Global Note means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as appropriate.  Regulation
S Permanent Global Note means a permanent Global Note in the form of
Exhibit A2(a) (with respect to Global Notes representing Floating Rate Notes)
and  21


Exhibit A2(b) (with respect to Global Notes
representing PIK Toggle Notes) hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to
the outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.  Regulation
S Temporary Global Note means a temporary Global Note in the form of
Exhibit A2(a) (with respect to Global Notes representing Floating Rate Notes)
and Exhibit A2(b) (with respect to Global Notes representing PIK Toggle Notes)
hereto bearing the Global Note Legend, the Private Placement Legend and the
Regulation S Temporary Global Note Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.  Regulation
S Temporary Global Note Legend means the legend set forth in Section
2.06(g)(C) hereof, which is required to be placed on all Regulation S Temporary
Global Notes issued under this Indenture.  Related
Party means:  (1)any controlling
stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the
case of an individual) of any Principal; or  (2)any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of which
consist of any one or more Principals and/or such other Persons referred to in
the immediately preceding clause (1).  Responsible
Officer, when used with respect to the Trustee, means any officer within
the Corporate Trust Administration of the Trustee (or any successor group of
the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.  Restricted
Definitive Note means a Definitive Note bearing the Private Placement
Legend.  Restricted
Global Note means a Global Note bearing the Private Placement Legend.  Restricted
Investment means an Investment other than a Permitted Investment.  Restricted
Period means the 40-day distribution compliance period as defined in
Regulation S.  Restricted
Subsidiary of a Person means any Subsidiary of the referent Person that is
not an Unrestricted Subsidiary.  22


Rule
144 means Rule 144 promulgated under the Securities Act.  Rule
144A means Rule 144A promulgated under the Securities Act.  Rule
903 means Rule 903 promulgated under the Securities Act.  Rule
904 means Rule 904 promulgated under the Securities Act.  SEC
means the U.S. Securities and Exchange Commission or successor thereto.  Second
Priority Lien Obligations means the Indebtedness incurred under the Notes
(including any additional Floating Rate Notes, additional PIK Toggle Notes and
Payment-In-Kind Notes) and any other Indebtedness incurred by the Company or a
Guarantor which is designated by the Company as Second Priority Lien
Obligations for purposes of the Security Documents; provided that such
Indebtedness is permitted to be incurred pursuant to the terms of this
Indenture.  Second
Priority Liens means all Liens that secure the Second Priority Lien
Obligations.  Securities
Act means the Securities Act of 1933, as amended.  Security
Agreement means (a) that certain Security Agreement, dated as of the Issue
Date, among the Company, the Trustee and the Collateral Agent and (b) all other
security agreements, mortgages, pledges, collateral assignments or other
instruments evidencing or creating any security interests in favor of the
Collateral Agent, for the benefit of the Trustee and the holders of the Notes
and holders of other Second Priority Lien Obligations, in all or any portion of
the Collateral, in each case, as amended, modified, restated, supplemented or
replaced from time to time in accordance with their respective terms.  Security
Documents means, collectively, (a) the Security Agreement and (b) the
Intercreditor Agreement, in each case, as amended and restated, supplemented,
replaced or otherwise modified from time to time, in accordance with terms
thereof.  SFAS
means Statement of Financial Accounting Standards.  Shelf
Registration Statement means the Shelf Registration Statement as defined
in the Registration Rights Agreement.  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 Issue Date.  Special
Interest means all Special Interest then owing pursuant to the Registration
Rights Agreement.  Stated
Maturity means, with respect to any installment of interest or principal
on any series of Indebtedness, the date on which the payment of interest or
principal was  23


scheduled to be paid in the documentation governing
such Indebtedness as of the Issue Date, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.  Subsidiary
means, with respect to any Person:  (1)any corporation,
association or other business entity (other than a partnership, joint venture,
limited liability company or similar entity) of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time of determination owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof; and  (2)any partnership, joint
venture, limited liability company or similar entity of which  (a)more than 50% of the
capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, are owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof whether in the form of
membership, general, special or limited partnership or otherwise; and  (b)such Person or any
Restricted Subsidiary of such Person is a controlling general partner or
otherwise controls such entity.  Subsidiary
Guarantee means the Guarantee by each Guarantor of the Companys Obligations
under this Indenture and on the Notes, executed pursuant to the provisions of
this Indenture.  Subsidiary
Guarantors means each Subsidiary of the Company that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture and their
respective successors and assigns.  Third
Priority Liens means all Liens on the Collateral that secure Indebtedness
on a third priority basis, provided that the Notes will be secured by Second
Priority Liens to the extent any Indebtedness is secured by Third Priority
Liens.  TIA
means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in
effect on the date on which this Indenture is qualified thereunder.  Transactions
means the Merger and the transactions related thereto, including the issuance
of the Notes and the execution and borrowings under the Credit Agreement and
the other transactions described in the Companys Offering Memorandum, dated
May 22, 2007, relating to the offering of the Initial Notes under SummaryThe Transactions.  24


Treasury
Rate means, as of the applicable redemption date, the yield to maturity as
of such redemption date of the United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
business days prior to such redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market date))
most nearly equal to the period from such redemption date to June 1, 2009 (in
the case of the Floating Rate Notes) or June 1, 2011 (in the case of the PIK
Toggle Notes); provided, however, that if the period from such redemption date
to June 1, 2009 or June 1, 2011, as the case may be, is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year will be used.  Trustee
means the party named as such in the preamble to this Indenture until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.  UHS
means Universal Hospital Services, Inc., and any and all successors thereto.  Unrestricted
Definitive Note means a Definitive Note that does not bear and is not
required to bear the Private Placement Legend.  Unrestricted
Global Note means a Global Note that does not bear and is not required to
bear the Private Placement Legend.  Unrestricted
Subsidiary means any Subsidiary of the Company that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:  (1)has no Indebtedness
other than Non-Recourse Debt;  (2)except as permitted by
Section 4.11 hereof, is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company;  (3)is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Persons financial condition or
to cause such Person to achieve any specified levels of operating results; and  (4)has not Guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries.  Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will
be evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers Certificate
certifying that such  25


designation complied with the preceding conditions and
was permitted by Section 4.07 hereof. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 hereof, the Company will be in Default of such covenant. The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation will only be permitted if (1) such Indebtedness is permitted
under Section 4.09 hereof, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.  U.S.
Person means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.  Voting
Stock of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors
of such Person.  Weighted
Average Life to Maturity means, when applied to any Indebtedness at any
date, the number of years obtained by dividing:  (1)the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment; by  (2)the then outstanding
principal amount of such Indebtedness.  Wholly
Owned Restricted Subsidiary of any Person means a Restricted Subsidiary of
such Person, 100% of the outstanding Equity Interests of which (other than
directors qualifying shares) shall at the time be owned by such Person or by one
or more Wholly Owned Restricted Subsidiaries of such Person.  Section 1.02Other Definitions.  Term
  
  Defined in
  SectionAffiliate
  Transaction
  
  4.11Asset Sale Offer
  
  3.09Authentication
  Order
  
  2.02Change of Control
  Offer
  
  4.15Change of Control
  Payment
  
  4.15Change of Control
  Payment Date
  
  4.15Covenant Defeasance
  
  8.03  26


DTC
  
  2.03Event of Default
  
  6.01Excess Proceeds
  
  4.10incur
  
  4.09Legal Defeasance
  
  8.02Offer Amount
  
  3.09Offer Period
  
  3.09Paying Agent
  
  2.03Payment Default
  
  6.01Permitted Debt
  
  4.09Purchase Date
  
  3.09Redemption Date
  
  3.07Registrar
  
  2.03Restricted Payments
  
  4.07  Section 1.03Incorporation by
Reference of TIA.  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:  indenture
securities means the Notes;  indenture
security Holder means a Holder of a Note;  indenture
to be qualified means this Indenture;  indenture
trustee or institutional trustee means the Trustee; and  obligor
on the Notes and the Subsidiary Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary Guarantees, respectively. 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 have the meanings so assigned to them.  Section 1.04Rules of Construction.  Unless
the context otherwise requires:  (1)a term has the meaning
assigned to it;  (2)an accounting term not
otherwise defined has the meaning assigned to it in accordance with GAAP;  (3)or is not
exclusive;  27


(4)words in the singular
include the plural, and in the plural include the singular;  (5)will shall be
interpreted to express a command;  (6)provisions apply to
successive events and transactions;  (7)references to sections
of or rules under the Securities Act will be deemed to include substitute,
replacement of successor sections or rules adopted by the SEC from time to
time;  (8)unless the context otherwise
requires, any reference to an Article, Section or clause refers to an
Article, Section or clause, as the case may be, of this Indenture; and  (9)the words herein, hereof
and hereunder and other words of similar import refer to this Indenture as a
whole and not any particular Article, Section, clause or other subdivision.  ARTICLE 2
THE NOTES  Section 2.01Form and Dating.  (a)General. The Floating Rate Notes and
the Trustees certificate of authentication will be substantially in the form
of Exhibit A1(a) or Exhibit A2(a) hereto. The PIK Toggle Notes and the Trustees
certificate of authentication will be substantially in the form of Exhibit
A1(b) or Exhibit A2(b) hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note will be
dated the date of its authentication. The Floating Rate Notes shall be in
minimum denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000. The PIK Toggle Notes shall be in denominations of $2,000 and integral
multiples of $1,000, or if Payment-in-Kind Notes are issued or Payment-in-Kind
Interest is paid, a minimum of $1.00 and an integral multiple of $1.00 (in each
case in aggregate principal amount).  The
terms and provisions contained in the Notes will constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.  (b)Global Notes. Floating Rate Notes issued in
global form will be substantially in the form of Exhibits A1(a) or A2(a)
attached hereto and PIK Toggle Notes issued in global form will be
substantially in the form of Exhibits A1(b) or A2(b) attached hereto (in each
case, including the Global Note Legend thereon and the Schedule of Exchanges
of Interests in the Global Note attached thereto). Floating Rate Notes issued
in definitive form will be substantially in the form of Exhibit A1(a) attached
hereto and PIK Toggle Notes issued in definitive form will be substantially in
the form of Exhibit A1(b) attached hereto (but without the  28


Global Note Legend thereon and without the Schedule of Exchanges of
Interests in the Global Note attached thereto).  Each Global Note will represent such of the
relevant outstanding Notes as will be specified therein and each shall provide
that it represents the aggregate principal amount of relevant outstanding Notes
from time to time endorsed thereon (giving effect to any Payment-in-Kind
Interest made thereon by increasing the aggregate principal amount of such
relevant Global Note) and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and payment of Payment-in-Kind
Interest. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.  (c)Temporary Global Notes. Notes offered and sold in
reliance on Regulation S will be issued initially in the form of the Regulation
S Temporary Global Note, which will be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, at its Minneapolis office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  Following
the termination of the Restricted Period, the Trustee will remove the Regulation
S Temporary Global Note Legend from the Regulation S Temporary Global Note,
following which temporary beneficial interests in the Regulation S Temporary
Global Note shall automatically become beneficial interests in Regulation S
Permanent Global Notes pursuant to the Applicable Procedures. The aggregate
principal amount of each Regulation S Temporary Global Note and the respective
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.  References
to the 144A Global Notes, the Regulation S Temporary Global Notes and the
Regulation S Permanent Global Notes mean in respect of either the Floating Rate
Notes or the PIK Toggle Notes as the context requires.  (d)Euroclear and Clearstream
Procedures Applicable.
The provisions of the Operating Procedures of the Euroclear System and Terms
and Conditions Governing Use of Euroclear and the General Terms and
Conditions of Clearstream Banking and Customer Handbook of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes that are held
by Participants through Euroclear or Clearstream.  Section 2.02Execution and
Authentication.  At
least one Officer must sign the Notes for the Company by manual or facsimile
signature.  29


If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note will nevertheless be valid.  A Note
will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated
under this Indenture.  The
Trustee will, upon receipt of a written order of the Company signed by two
Officers (an Authentication Order), authenticate Notes for original issue. In
addition, at any time, from time to time, the Trustee shall upon receipt of an
Authentication Order authenticate and deliver (i) any Payment-in-Kind Notes (or
increases in the principal amount of any PIK Toggle Notes) as a result of
Payment-in-Kind Interest for an aggregate principal amount specified in such
Authentication Order for such Payment-in-Kind Notes (or increases in the
principal amount of any PIK Toggle Notes) issued or increased hereunder and
(ii) Additional Notes in one or more series for original issue in aggregate
principal amounts specified by the Company.  The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the Company.  Section 2.03Registrar and Paying
Agent.  The
Company will maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (Registrar) and an office or agency
where Notes may be presented for payment (Paying Agent). The Registrar will
keep a register of the Notes and of their transfer and exchange. The Company
may appoint one or more co-registrars and one or more additional paying agents.
The term Registrar includes any co-registrar and the term Paying Agent
includes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company will notify the Trustee
in writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.  The
Company initially appoints The Depository Trust Company (DTC) to act as
Depositary with respect to the Global Notes.  The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
for the Notes and to act as Custodian with respect to the Global Notes.  Section 2.04Paying Agent to Hold
Money in Trust.  The
Company will require each Paying Agent other than the Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal,
premium or Special Interest, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in  30


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. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) will have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee will serve as Paying Agent for the Notes.  Section 2.05Holder Lists.  The
Trustee will preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA Section 312(a). If the Trustee is not the
Registrar, the Company will furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA Section 312(a).  Section 2.06Transfer and Exchange.  (a)Transfer and Exchange of Global
Notes. A Global
Note may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Notes will be exchanged by the Company for Definitive Notes if:  (1)the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary;  (2)the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (A) the expiration of the Restricted Period and (B) the receipt
by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act; or  (3)requested
by a holder, and there has occurred and is continuing a Default or an Event of
Default.  Upon
the occurrence of any of the preceding events in (1), (2) or (3) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note  31


may not be exchanged for another Note other than as
provided in this Section 2.06(a); provided, however, that beneficial interests
in a Global Note may be transferred and exchanged as provided in Section
2.06(b), (c) or (f) hereof.  (b)Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the
Global Notes will be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes will be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:  (1)Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in the Regulation S Temporary Global
Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1).  (2)All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are
not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest
must deliver to the Registrar either:  (A)both:  (i)a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged; and  (ii)instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or  (B)both:  (i)a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and  32


(ii)instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall
Definitive Notes be issued upon the transfer or exchange of beneficial
interests in the Regulation S Temporary Global Note prior to (A) the expiration
of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903 under the Securities Act. Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global
Note(s) pursuant to Section 2.06(h) hereof.  (3)Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section
2.06(b)(2) above and the Registrar receives the following:  (A)if
the transferee will take delivery in the form of a beneficial
interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof; or  (B)if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof.  (4)Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note if the exchange or transfer complies with the requirements of Section
2.06(b)(2) above and:  (A)such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution
of the  33


Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;  (B)such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;  (C)such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or  (D)the
Registrar receives the following:  (i)if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or  (ii)if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;  and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required
in order to maintain compliance with the Securities Act.  If any
such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (B) or (D) above.  Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.  (c)Transfer or Exchange of Beneficial
Interests for Definitive Notes.  (1)Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to
transfer such  34


beneficial
interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following
documentation:  (A)if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;  (B)if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;  (C)if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;  (D)if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;  (E)if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or  (F)if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,  the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.  (2)Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding
Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation
S Temporary Global Note may not be exchanged for a Definitive Note or
transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior  35


to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act,
except in the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.  (3)Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder
of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if:  (A)such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i)
a Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144)
of the Company;  (B)such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;  (C)such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or  (D)the
Registrar receives the following:  (i)if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or  (ii)if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4)
thereof;  and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.  (4)Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any
holder of a beneficial interest in an Unrestricted Global Note  36


proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company will execute and the Trustee will authenticate and
deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) will be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not
bear the Private Placement Legend.  (d)Transfer and Exchange of
Definitive Notes for Beneficial Interests.  (1)Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:  (A)if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;  (B)if
such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;  (C)if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;  (D)if
such Restricted Definitive Note is being transferred pursuant to an exemption from
the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;  (E)if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or  37


(F)if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,  the
Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
appropriate 144A Global Note, and in the case of clause (C) above, the appropriate
Regulation S Global Note.  (2)Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of a Restricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note only if:  (A)such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;  (B)such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;  (C)such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or  (D)the
Registrar receives the following:  (i)if
the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or  (ii)if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;  and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on  38


transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.  Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global Note.  (3)Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.  If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraphs (2)(B),
(2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been
issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.  (e)Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holders compliance with the provisions of this Section 2.06(e), the Registrar
will register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).  (1)Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:  (A)if
the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;  (B)if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; or  (C)if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver  39


a certificate
in the form of Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable.  (2)Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of
an Unrestricted Definitive Note if:  (A)such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;  (B)any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;  (C)any
such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or  (D)the
Registrar receives the following:  (i)if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof; or  (ii)if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;  and,
in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.  (3)Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof.  40


(f)Exchange Offer. Upon the occurrence of the
Exchange Offer in accordance with the Registration Rights Agreement, the
Company will issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee will authenticate:  (A)one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
accepted for exchange in the Exchange Offer  by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Company; and  (B)Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.  Concurrently
with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount. Any Notes that remain
outstanding after the consummation of the Exchange Offer, and Exchange Notes
issued in connection with the Exchange Offer, shall be treated as a single
class of securities under this Indenture.  (g)Legends. The following legends will
appear on the face of all Global Notes and Definitive Notes issued under this
Indenture unless specifically stated otherwise in the applicable provisions of
this Indenture.  (A)Private
Placement Legend.  (i)Except
as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) (THE RESALE RESTRICTION TERMINATION DATE) ONLY (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO  41


AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (RULE 144A), TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS AND
THE TRUSTEES RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER N THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  (ii)Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.  (B)Global
Note Legend. Each Global Note will bear a legend in substantially the
following form:  THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH  42


NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.  (C)Regulation
S Temporary Global Note Legend.  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.  (h)Cancellation and/or Adjustment
of Global Notes.
At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section
2.11 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global
Note will be reduced accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect
such increase.  (i)General Provisions Relating to
Transfers and Exchanges.  (1)To
permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 hereof or at the
Registrars request.  (2)No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any  43


transfer tax
or similar governmental charge payable in connection therewith (other than any
such transfer taxes or similar governmental charge payable upon exchange or
transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).  (3)The
Registrar will not be required to register the transfer of or exchange of any
Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.  (4)All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.  (5)Neither
the Registrar nor the Company will be required:  (A)to
issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;  (B)to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or  (C)to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.  (6)Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Company shall be affected by notice
to the contrary.  (7)The
Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.  (8)All
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile.  Section 2.07Replacement Notes.  If any
mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company will issue and the Trustee, upon receipt of an Authentication
Order, will authenticate a replacement Note if the Trustees requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of  44


the Trustee and the Company to protect the Company,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced and subsequently presented or claimed for
payment. The Company may charge for its expenses in replacing a Note including
reasonable fees and expenses of its counsel and of the Trustee and its counsel.  Every
replacement Note is an additional obligation of the Company and will be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.  Section 2.08Outstanding Notes.  The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Note; however, Notes held by the Company or a Subsidiary of the
Company shall not be deemed to be outstanding for purposes of Sections 3.07(b)
and 3.07(e) hereof.  If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a protected purchaser.  If the
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.  If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes will be
deemed to be no longer outstanding and will cease to accrue interest.  Section 2.09Treasury Notes.  In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.  Section 2.10Temporary Notes.  Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, will authenticate
temporary Notes. Temporary Notes will be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be  45


reasonably acceptable to the Trustee. Without
unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.  Holders
of temporary Notes will be entitled to all of the benefits of this Indenture.  Section 2.11Cancellation.  The
Company at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent will forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one
else will cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and will destroy canceled Notes (subject
to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Company. The Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.  Section 2.12Defaulted Interest.  If the
Company defaults in a payment of interest on the Notes, it will pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or,
upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.  ARTICLE 3
REDEMPTION AND PREPAYMENT  Section 3.01Notices to Trustee.  If the
Company elects to redeem Notes pursuant to the optional redemption provisions
of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but
not more than 60 days before a redemption date, an Officers Certificate
setting forth:  (1)the
clause of this Indenture pursuant to which the redemption shall occur;  (2)the
redemption date;  (3)the
principal amount of Notes to be redeemed; and  (4)the
redemption price.  46


Any optional redemption
referenced in such Officers Certificate may be cancelled by the Company at any
time prior to a notice of redemption being mailed to any Holder and,
thereafter, shall be null and void.  Section 3.02Selection of Notes to
Be Redeemed or Purchased.  If
less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee will select Notes for redemption or purchase
as follows:  (1)if
the relevant Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the relevant Notes are listed; or  (2)if
the relevant Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate.  No
Notes of $2,000 or less can be redeemed in part, and, with respect to PIK
Toggle Notes, if Payment-in-Kind Notes are issued or Payment-in-Kind Interest
is paid, a minimum of $1.00 and an integral multiple of $1.00 (in each case in
aggregate principal amount). In the event of partial redemption or purchase by
lot, the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.  The
Trustee will promptly notify the Company in writing of the Notes selected for
redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $2,000 or
integral multiples of $1,000, or, if Payment-in-Kind Notes are issued or
Payment-in-Kind Interest is paid, a minimum of $1.00 and an integral multiple
of $1.00 (in each case in aggregate principal amount); except that if all of
the Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also
apply to portions of Notes called for redemption or purchase.  Section 3.03Notice of Redemption.  Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Company will mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Article 8 or Article 11 of this Indenture. Failure
to give notice of redemption, or any defect therein, to any Holder of any Note
selected for redemption shall not impair or affect the validity of the
redemption of any other Note.  The
notice will identify the Notes to be redeemed and will state:  (1)the
redemption date;  47


(2)the
redemption price;  (3)if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued (unless such unredeemed portion is equal to or less than $2,000
in principal amount) or transferred by book-entry upon cancellation of the
original Note;  (4)the
name and address of the Paying Agent;  (5)that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;  (6)that,
unless the Company defaults in making such redemption payment, interest and
Special Interest, if any, on Notes called for redemption ceases to accrue on
and after the redemption date;  (7)the
paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and  (8)that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.  The
Company may provide in the notice that payment of the redemption price and the
performance of the Companys obligations with respect to such redemption may be
performed by another Person.  At the
Companys request, the Trustee will give the notice of redemption in the Companys
name and at its expense; provided, however, that the Company has delivered to
the Trustee, at least 45 days prior to the redemption date (unless a shorter
notice shall be agreed to by the Trustee), an Officers Certificate requesting
that the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph.  Section 3.04Effect of Notice of
Redemption.  Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price. The notice, if mailed in a manner herein provide,
shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Note designated for redemption in
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note. A notice of redemption may not be conditional. On
and after the redemption date, interest and Special Interest, if any, ceases to
accrue on Notes or portions of them called for redemption.  48


Section 3.05Deposit of Redemption
or Purchase Price.  One
Business Day prior to the redemption or purchase date, the Company will deposit
with the Trustee or with the Paying Agent money sufficient to pay the
redemption or purchase price of and accrued and unpaid interest and Special
Interest, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly, and in any event within two Business
Days after the redemption or purchase date, return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued and
unpaid interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.  If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption or purchase date, interest and Special Interest, if any, will
cease to accrue on the Notes or the portions of Notes called for redemption or
purchase whether or not such Notes are presented for payment. If a Note is
redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest accrued to the redemption or
purchase date not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.  Section 3.06Notes Redeemed or
Purchased in Part.  Upon
surrender of a Definitive Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Definitive
Note equal in principal amount to the unredeemed or unpurchased portion of the
Definitive Note surrendered; provided that each new Definitive Note will be in
a principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof or, with respect to PIK Toggle Notes, if Payment-in-Kind Notes are
issued or Payment-in-Kind Interest is paid, in a principal amount of $1.00 or
an integral multiple of $1.00 in excess thereof.  Section 3.07Optional Redemption.  (a)At any time prior to June 1, 2009, Floating Rate Notes may
be redeemed, in whole or in part, at the option of the Company upon not less
than 30 nor more than 60 days notice mailed by first-class mail to each Holders
registered address, at a redemption price equal to 100% of the principal amount
of such Floating Rate Notes redeemed plus the relevant Applicable Premium as
of, and accrued and unpaid interest and Special Interest, if any, to, the
applicable redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date.  (b)At any time prior to June 1, 2009 the Company may on any one
or more occasions redeem up to 40% of the aggregate principal amount of
Floating Rate Notes issued  49


under this Indenture at a redemption price of 100% of the principal
amount thereof, plus the applicable interest rate per annum on the Floating
Rate Notes in effect on the date on which notice of redemption is given, plus
accrued and unpaid interest and Special Interest, if any, to the redemption
date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date, with the net cash proceeds
of one or more Equity Offerings; provided that:  (1)at
least 60% of the aggregate principal amount of Floating Rate Notes originally
issued under this Indenture (excluding Floating Rate Notes held by the Company
and its Subsidiaries) remains outstanding immediately after the occurrence of
such redemption; and  (2)the
redemption occurs within 90 days of the date of the closing of such Equity
Offering.  Any such redemption with the net cash
proceeds of an Equity Offering and related notice may, in the Companys
discretion, be subject to the satisfaction of one or more conditions precedent.  (c)On or after June 1, 2009, the Company may redeem all or a
part of the Floating Rate Notes upon not less than 30 nor more than 60 days
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Special Interest, if any,
thereon, to the applicable redemption date, if redeemed during the twelve-month
period beginning on June 1 of the years indicated below, subject to the rights
of Holders of such Notes on the relevant record date to receive interest on the
relevant interest payment date:  Year
  
  Percentage2009
  
  102.000
  %2010
  
  101.000
  %2011 and thereafter
  
  100.000
  %  (d)At any time prior to June 1, 2011, PIK Toggle Notes may be
redeemed, in whole or in part, at the option of the Company upon not less than
30 nor more than 60 days notice mailed by first-class mail to each Holders
registered address, at a redemption price equal to 100% of the principal amount
of such PIK Toggle Notes redeemed plus the relevant Applicable Premium as of,
and accrued and unpaid interest and Special Interest, if any, to, the
applicable redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date.  (e)At any time prior to June 1, 2010, the Company may on any
one or more occasions redeem up to 40% of the aggregate principal amount of PIK
Toggle Notes issued under the Indenture at a redemption price of 108.50% of the
principal amount, plus accrued and unpaid interest and Special Interest, if
any, to the redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date, with the net cash proceeds of one or more Equity Offerings; provided that:  50


(1)at
least 60% of the aggregate principal amount of PIK Toggle Notes originally
issued under this Indenture (excluding PIK Toggle Notes held by the Company and
its Subsidiaries) remains outstanding immediately after the occurrence of such
redemption; and  (2)the
redemption occurs within 90 days of the date of the closing of such Equity
Offering.  Any
such redemption with the net cash proceeds of an Equity Offering and related
notice may, in the Companys discretion, be subject to the satisfaction of one
or more conditions precedent.  (f)On or after June 1, 2011, the
Company may redeem all or a part of the PIK Toggle Notes upon not less than 30
nor more than 60 days notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, on the PIK Toggle Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on June 1 of the years indicated below, subject to the rights of
Holders of such Notes on the relevant record date to receive interest on the
relevant interest payment date:  Year
  
  Percentage2011
  
  104.250
  %2012
  
  102.125
  %2013 and thereafter
  
  100.000
  %  (g)Unless the Company defaults in
the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable redemption date.  (h)Any redemption pursuant to this
Section 3.07 shall be made pursuant to the provisions of Section 3.01 through
3.06 hereof.  Section 3.08Mandatory
Redemption.  The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.  Section 3.09Offer
to Purchase by Application of Excess Proceeds.  In the
event that, pursuant to Section 4.10 hereof, the Company is required to
commence an offer to all Holders to purchase Notes (an Asset Sale Offer), it
will follow the procedures specified below.  The
Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is  51


required by applicable law (the Offer Period). No
later than three Business Days after the termination of the Offer Period (the Purchase
Date), the Company will apply all Excess Proceeds (the Offer Amount) to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment
for any Notes so purchased will be made in the same manner as interest payments
are made in accordance with Section 4.01 hereof.  If the
Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest and Special
Interest, if any, will be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest will
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.  Upon
the commencement of an Asset Sale Offer, the Company will send, by first class
mail, a notice to the Trustee and each of the Holders. The notice will contain
all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The notice, which will govern the terms of
the Asset Sale Offer, will state:  (1)that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer will remain open;  (2)the
Offer Amount, the purchase price and the Purchase Date;  (3)that
any Note not tendered or accepted for payment will remain outstanding and will
continue to accrue interest;  (4)that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after
the Purchase Date;  (5)that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased only in integral multiples of $1,000 above $2,000
or, with respect to PIK Toggle Notes, if Payment-in-Kind Notes are issued or
Payment-in-Kind Interest is paid, in integral multiples of $1.00 above $1.00
(in each case in aggregate principal amount);  (6)that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled Option of Holder to
Elect Purchase attached to the Notes completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a
Paying Agent at the address specified in the notice at least three days before
the Purchase Date;  (7)that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the expiration of the Offer Period, a telegram, telex, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the
Note the Holder delivered for purchase  52


and a
statement that such Holder is withdrawing his election to have such Note
purchased;  (8)that,
if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by holders thereof exceeds the Offer Amount, the Company will
select the Notes and other pari passu Indebtedness to be purchased on a pro
rata basis based on the principal amount of Notes and such other pari passu
Indebtedness surrendered (with such adjustments as may be deemed appropriate by
the Company so that only Notes in denominations of $2,000, or integral
multiples of $1,000 above $2,000, or, with respect to PIK Toggle Notes, if
Payment-in-Kind Notes are issued or Payment-in-Kind Interest is paid, in
denominations of $1.00, or integral multiples thereof (in each case in
aggregate principal amount) will be purchased); and  (9)that
Holders whose Definitive Notes were purchased only in part will be issued new
Definitive Notes equal in principal amount to the unpurchased (to the extent
such unpurchased portion of the Definitive Notes is equal to a principal amount
of $2,000 or an integral multiple of $1,000 in excess thereof or, with respect
to PIK Toggle Notes, if Payment-in-Kind Notes are issued or Payment-in-Kind
Interest is paid, in a principal amount of $1.00 or an integral multiple of
$1.00 in excess thereof) portion of the Definitive Notes surrendered (or
transferred by book-entry transfer).  On or
before the Purchase Date, the Company will, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes
or portions thereof tendered pursuant to the Asset Sale Offer, or if less than
the Offer Amount has been tendered, all Notes tendered, and will deliver or
cause to be delivered to the Trustee the Notes properly accepted together with
an Officers Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company, the Depositary or the Paying Agent, as the case may
be, will promptly (but in any case not later than five days after the Purchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company will promptly issue a new Note, and the Trustee, upon
written request from the Company will authenticate and mail or deliver (or
cause to be transferred by book-entry) such new Definitive Note to such Holder,
in a principal amount equal to any unpurchased portion of the Definitive Note
surrendered; provided that each such new Definitive Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof or, with
respect to PIK Toggle Notes, if Payment-in-Kind Notes are issued or
Payment-in-Kind Interest is paid, in a principal amount of $1.00 or an integral
multiple of $1.00 in excess thereof. Any Definitive Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company will publicly announce the results of the Asset Sale Offer on the
Purchase Date.  Other
than as specifically provided in this Section 3.09, any purchase pursuant to
this Section 3.09 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.  53


ARTICLE 4
COVENANTS  Section 4.01Payment
of Notes.  The
Company will pay or cause to be paid the principal of, premium, if any, and
interest and Special Interest, if any, on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any, will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00
a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. Such Paying Agent shall return to the Company
promptly, and in any event no later than two Business Days following the date
of payment, any money (including accrued interest) that exceeds such amount of
principal, premium, if any, and interest paid on the Notes. 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 on such payment for the intervening period. The Company will pay all
Special Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement. Payment-in-Kind Interest shall
be considered paid on the date due if the Trustee is directed on or prior to
such date to issue Payment-in-Kind Notes or increase the principal amount of
the applicable PIK Toggle Notes, in each case in an amount equal to the amount
of the applicable Payment-in-Kind Interest.  The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per
annum in excess of the then applicable interest rate on the Notes to the extent
lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.  Section 4.02Maintenance
of Office or Agency.  The
Company will maintain an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company fails to maintain any such required office
or agency or fails 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 Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. The Company will
give prompt written notice to  54


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 2.03 hereof.  Section 4.03Reports.  (a)Whether or not required by the
rules and regulations of the SEC, so long as any Notes are outstanding, the
Company will furnish to the Holders of Notes or cause the Trustee to furnish to
the Holders of Notes if provided in pdf format, within the time periods
specified in the SECs rules and regulations:  (1)all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports; and  (2)all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.  All
such reports will be prepared in all material respects in accordance with all
of the rules and regulations applicable to such reports. Each annual report on
Form 10-K will include a report on the Companys consolidated financial
statements by the Companys certified independent accountants. In addition, the
Company will file a copy of each of the reports referred to in clauses (1) and
(2) above with the SEC for public availability within the time periods
specified in the SECs rules and regulations applicable to such reports (unless
the SEC will not accept such a filing) and will post the reports on its website
within those time periods. The Company will at all times comply with TIA
Section 314(a).  In
addition, if at any time any direct or indirect parent of the Company becomes a
Guarantor (there being no obligation of any such parent to do so), such entity
holds no material assets other than cash, Cash Equivalents and the Capital
Stock of the Company or any other direct or indirect parent of the Company (and
performs the related incidental activities associated with such ownership) and
would comply with the requirements of Rule 3-10 of Regulation S-X
promulgated by the SEC, the reports, information and other documents required
to be furnished to holders of the Notes pursuant to this Section 4.03 may, at
the option of the Company, be furnished by and be those of the parent rather
than the Company.  (b)If, at any time, the Company is
no longer subject to the periodic reporting requirements of the Exchange Act
for any reason, the Company will nevertheless continue filing the reports
specified in Section 4.03(a) hereof with the SEC within the time periods
specified above unless the SEC will not accept such a filing. The Company
agrees that it will not take any action for the purpose of causing the SEC not
to accept any such filings. If, notwithstanding the foregoing, the SEC will not
accept the Companys filings for any reason, the Company will post the reports
referred to in the second paragraph of Section 4.03(a) hereof on its website
within the time periods that would apply if the Company were required to file
those reports with the SEC.  (c)For so long as any Notes remain
outstanding, if at any time the Company is not required to file the reports
required by Section 4.03(a) and (b) hereof with the SEC, it will  55


furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.  Section 4.04Compliance
Certificate.  (a)The Company and any Guarantor
(to the extent that such Guarantor is so required under the TIA) shall deliver
to the Trustee, within 105 days after the end of each fiscal year, an Officers
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 or her knowledge the Company is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.  (b)So long as any of the Notes are
outstanding, the Company will deliver to the Trustee, forthwith upon any
Officer becoming aware of any Default or Event of Default, an Officers
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.  Section 4.05[Reserved.]  Section 4.06Stay,
Extension and Usury Laws.  The
Company and any Guarantors covenant (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, that may affect the
covenants or the performance of this Indenture; and the Company and any
Guarantors (to the extent that it may lawfully do so) hereby expressly waive
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 4.07Restricted
Payments.  (a)The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly:  (1)declare
or pay any dividend or make any other payment or distribution on account of the
Companys or any of its Restricted Subsidiaries Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct
or indirect holders of the Companys or any of its Restricted Subsidiaries
Equity  56


Interests in
their capacity as such (other than (A) dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Company and (B)
dividends or distributions payable to the Company or a Restricted Subsidiary of
the Company;  (2)purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any
Equity Interests of the Company or any direct or indirect parent of the Company
held by a Person other than the Company or any of its Restricted Subsidiaries;  (3)make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Subsidiary
Guarantor that is contractually subordinated to the Notes or to any Subsidiary
Guarantee (excluding any intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries), except a payment of interest when due,
other than payments, purchases, redemptions, defeasances or other acquisitions
or retirements for value in anticipation of satisfying a scheduled maturity,
sinking fund or amortization or other installment obligation or mandatory
redemption, in each case due within one year of the date of the Stated Maturity
thereof; or  (4)make
any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as Restricted
Payments),  unless, at the time of and after giving effect to such
Restricted Payment:  (1)no
Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;  (2)the
Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof; and  (3)such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the Issue
Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5),
(6), (7), (8), (10), (12), (13), (14) and (15) of Section 4.07(b) hereof), is
less than the sum, without duplication of:  (A)50%
of the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the beginning of the first fiscal quarter commencing
after the Issue Date to the end of the Companys most recently ended fiscal
quarter for which internal financial statements are available at the time of
such Restricted Payment (or, if such Consolidated Net Income for such period is
a deficit, less 100% of such deficit), plus  57


(B)100%
of the aggregate net cash proceeds and the Fair Market Value of property and
marketable securities received by the Company since the Issue Date as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or
sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a Subsidiary of the Company);
but excluding cash proceeds received from the sale of Equity Interests of the
Company (and, to the extent actually contributed to the Company, Equity
Interests of the Companys direct or indirect parent corporations) to members
of management, directors or consultants of the Company, any direct or indirect
parent of the Company and the Subsidiaries of the Company after the Issue Date
to the extent such amounts have been applied to Restricted Payments made in
accordance with clause (5) of Section 4.07(b) hereof, plus  (C)to
the extent that any Restricted Investment that was made after the Issue Date is
sold, the return of capital with respect to such Restricted Investment (less
the cost of disposition, if any), plus  (D)to
the extent that any Unrestricted Subsidiary of the Company designated as such
after the Issue Date is redesignated as a Restricted Subsidiary after the date
Issue Date, the lesser of (i) the Fair Market Value of the Companys Investment
in such Subsidiary as of the date of such redesignation or (ii) such Fair
Market Value as of the date on which such Subsidiary was originally designated
as an Unrestricted Subsidiary after the Issue Date, plus  (E)100%
of any dividends received by the Company or a Restricted Subsidiary of the
Company that is a Guarantor after the Issue Date from an Unrestricted
Subsidiary of the Company, to the extent that such dividends were not otherwise
included in Consolidated Net Income of the Company for such period.  (b)So long as, in the case of
clauses (9), (13) and (14) below, no Default has occurred and is continuing or
would be caused thereby, the provisions of Section 4.07(a) will not prohibit:  (1)the
payment of any dividend within 60 days after the date of declaration of the
dividend, if at the date of declaration the dividend payment would have
complied with the provisions of this Indenture;  (2)the
making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of
the Company) of, Equity Interests of the Company (other than Disqualified
Stock) or from the substantially concurrent contribution of common equity
capital to the Company; provided that the amount of any such net cash proceeds
that are utilized for any such Restricted Payment shall be excluded from clause
(3)(B) of Section 4.07(a) hereof;  58


(3)the
defeasance, redemption, repurchase or other acquisition of Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes or to
any Subsidiary Guarantee with the net cash proceeds from a substantially
concurrent incurrence of Permitted Refinancing Indebtedness;  (4)the
payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis taking into
account the relative preferences, if any, of the various classes of equity
interests in such Restricted Subsidiary;  (5)a
Restricted Payment to pay for the repurchase, retirement or other acquisition
or retirement for value of any Equity Interests of the Company or any of its
direct or indirect parent corporations of the Company held by any future,
present or former employee, director or consultant of the Company, any of its
Subsidiaries or any of its direct or indirect parent corporations (or their
permitted transferees, assigns, estates or heirs) pursuant to any management
equity plan or stock option plan or any other management or employee benefit
plan, agreement or arrangement, provided,
however, that the aggregate
amount of Restricted Payments made under this clause (5) does not exceed
in any calendar year $2.5 million (with unused amounts in any calendar
year being carried over to the two immediately succeeding calendar years); and provided further that such amount
in any calendar year may be increased by an amount not to exceed (a) the
aggregate net cash proceeds received by the Company during the calendar year
for any issuance of Equity Interests (other than Disqualified Stock) of the
Company and, to the extent contributed to the Companys common equity capital,
Equity Interests of any of its direct or indirect parent corporations, in each
case to members of management, directors or consultants of the Company, any of
its Subsidiaries or any of its direct or indirect parent corporations that
occurs after the Issue Date plus (b) the cash proceeds of key man life
insurance policies received by the Company or its Restricted Subsidiary after
the Issue Date (provided that
the Company may elect to apply all or any portion of the aggregate increase
contemplated by clauses (a) and (b) above in any calendar year) less
(c) the amount of any Restricted Payments previously made pursuant to clauses
(a) and (b) of this clause (5);  (6)the
repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise
price of those stock options;  (7)the
declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Stock of the Company or any Restricted
Subsidiary of the Company or to holders of any class of Preferred Stock of any
Restricted Subsidiary, in each case, issued on or after the Issue Date in
accordance with the Fixed Charge Coverage test described in Section 4.09
hereof;  (8)payments
made to purchase, redeem, defease or otherwise acquire or retire for value any
Capital Stock of the Company or any Restricted Subsidiary or any Indebtedness
of the Company or any Subsidiary Guarantor that is contractually  59


subordinated
to the Notes or to any Subsidiary Guarantee, in each case, pursuant to
provisions requiring the Company or such Restricted Subsidiary to offer to
purchase, redeem, defease or otherwise acquire or retire for value such Capital
Stock or subordinated Indebtedness upon the occurrence of a change of control
or with the proceeds of asset sales as defined in the charter provisions,
agreements or instruments governing such Capital Stock or subordinated
Indebtedness; provided, however, that a Change of Control Offer or Asset Sale
Offer, as applicable, has been made and the Company has purchased all Notes
validly tendered in connection with that Change of Control Offer or Asset Sale
Offer;  (9)the
payment of dividends on the Companys common stock following the first public
offering of the Companys common stock or the common stock of any of its direct
or indirect parent corporations after the Issue Date, of up to 6.0% per annum
of the net cash proceeds received by or contributed to the common equity
capital of the Company after the Issue Date in any such public offering, other
than public offerings with respect to the Companys common stock registered on
Form S-4 or Form S-8;  (10)cash
dividends or other distributions on the Companys or any of its Restricted
Subsidiarys Capital Stock used to, or the making of loans the proceeds of
which will be used to, fund the payment of fees and expenses incurred in
connection with the Transactions or the offering of the Notes, in each case to
the extent permitted (to the extent applicable) by Section 4.11 hereof;  (11)the
declaration and payment of
dividends to, or the making of loans to, a direct or indirect parent
corporation of the Company in amounts required for such Person to pay, without
duplication:  (A)franchise
taxes and other fees, taxes and expenses required to maintain its corporate
existence;  (B)income
taxes to the extent such income taxes are attributable to the income of the
Company and its Restricted Subsidiaries and, to the extent of the amount
actually received from the Unrestricted Subsidiaries, in amounts required to
pay such taxes to the extent attributable to the income of the Unrestricted
Subsidiaries; provided, however, that in each case the amount of such payments
in any fiscal year does not exceed the amount of income taxes that the Company
and the Restricted Subsidiaries would be required to pay for such fiscal year
were the Company and the Restricted Subsidiaries to pay such taxes as a stand-alone
taxpayer;  (C)customary
salary, bonus, severance, indemnification obligations and other benefits
payable to officers and employees of such direct or indirect parent corporation
of the Company to the extent such salaries, bonuses, severance, indemnification
obligations and other benefits are attributable to the ownership or operation
of the Company and its Restricted Subsidiaries; and  60


(D)fees
and expenses related to unsuccessful equity offerings by the Companys direct
parent company;  (12)cash
payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or
exchangeable for Capital Stock of the Company; provided, however, that any such cash payment shall be bona fide
and in good faith and shall not be for the purpose of evading the limitation of
Section 4.07(a) (as determined in good faith by the Board of Directors of the
Company);  (13)the
dividend or distribution of shares of Capital Stock of, or Indebtedness owed to
the Company or a Restricted Subsidiary of the Company by, any Unrestricted
Subsidiary of the Company;  (14)other
Restricted Payments in an aggregate amount not to exceed $30.0 million since
the date of this Indenture; and  (15)Restricted
Payments related to and made in connection with the Transactions.  The
amount of all Restricted Payments (other than cash) will be the Fair Market
Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company, whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors determination must be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $30.0 million.  Section 4.08Dividend
and Other Payment Restrictions Affecting Subsidiaries.  (a)The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:  (1)pay
dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
the Company or any of its Restricted Subsidiaries;  (2)make
loans or advances to the Company or any of its Restricted Subsidiaries; or  (3)transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.  (b)The restrictions in Section
4.08(a) will not apply to encumbrances or restrictions existing under or by
reason of:  61


(1)agreements
as in effect or entered into on the Issue Date and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements; provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
those agreements on the Issue Date;  (2)this
Indenture, the Notes and the Subsidiary Guarantees;  (3)applicable
law, rule, regulation or order;  (4)any
instrument or agreement of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent entered into in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired;  (5)customary
non-assignment provisions in contracts and licenses entered into in the ordinary
course of business;  (6)purchase
money obligations for property acquired in the ordinary course of business and
Capital Lease Obligations that impose restrictions on the property purchased or
leased of the nature described in clause (3) of Section 4.08(a);  (7)any
agreement for the sale or other disposition of a Restricted Subsidiary or an
asset that restricts distributions by that Restricted Subsidiary or transfers
of such asset pending the sale or other disposition;  (8)any
replacement of an agreement or instrument; provided that the restrictions
contained therein are not materially more restrictive, taken as a whole, than
those contained in the existing agreements;  (9)Liens
permitted to be incurred under the provisions of Section 4.12 hereof that limit
the right of the debtor to dispose of the assets subject to such Liens;  (10)provisions
limiting the disposition or distribution of assets or property in joint venture
agreements, partnership agreements, limited liability company operating agreements,
asset sale agreements, sale-leaseback agreements, stock sale agreements and
other similar agreements entered into with the approval of the Companys Board
of Directors, which limitation is applicable only to the assets that are the
subject of such agreements; and  (11)restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business.  62


Section 4.09Incurrence
of Indebtedness and Issuance of Preferred Stock.  (a)The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, incur)
any Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) or
issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Companys
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or Preferred
Stock is issued, as the case may be, would have been at least 2.0 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
Disqualified Stock or the Preferred Stock had been issued, as the case may be,
at the beginning of such four-quarter period.  (b)The provisions of Section
4.09(a) will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, Permitted Debt):  (1)the
incurrence by the Company and any Restricted Subsidiary of the Company of
Indebtedness and letters of credit under Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (1) (with
letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Restricted Subsidiaries thereunder)
not to exceed the greater of (A) $185.0 million or (B) the amount of the
Borrowing Base on the date of such incurrence;  (2)the
incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;  (3)the
incurrence by the Company of Indebtedness represented by the Notes and the
Subsidiary Guarantees to be issued on the Issue Date, any Payment-in-Kind Notes
and the Exchange Notes and the Subsidiary Guarantees to be issued pursuant to
the Registration Rights Agreement;  (4)the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any
part of the purchase price or cost of design, construction, installation or
improvement of property, plant or equipment used in the business of the Company
or any of its Restricted Subsidiaries, in an aggregate principal amount,
together with any Permitted Refinancing Indebtedness in respect thereof, not to
exceed $20.0 million at any time outstanding;  (5)the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance, replace, defease or discharge Indebtedness (other than  63


intercompany
Indebtedness) that was permitted by this Indenture to be incurred under Section
4.09(a) or clauses (2), (3), (4), (5), (12), (13) or (14) of this Section
4.09(b);  (6)the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that:  (A)if
the Company or any Guarantor is the obligor on such Indebtedness and the payee
is not the Company or a Guarantor, such Indebtedness must be unsecured and
expressly subordinated to the prior payment in full in cash of all Obligations
then due with respect to the Notes, in the case of the Company, or the
Subsidiary Guarantee, in the case of a Guarantor; and  (B)(i)
any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company,  will be
deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (6);  (7)the
issuance by any of the Companys Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of Preferred Stock; provided,
however, that:  (A)any
subsequent issuance or transfer of Equity Interests that results in any such
Preferred Stock being held by a Person other than the Company or a Restricted
Subsidiary of the Company; and  (B)any
sale or transfer of any such Preferred Stock to a Person that is not either the
Company or a Restricted Subsidiary of the Company;  will be deemed, in each case, to constitute an
issuance of such Preferred Stock by such Restricted Subsidiary that was not
permitted by this clause (7);  (8)the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;  (9)the
guarantee by the Company or any of the Subsidiary Guarantors of Indebtedness of
the Company or a Restricted Subsidiary of the Company that was permitted to be
incurred by another provision of this Section 4.09; provided that if the
Indebtedness being guaranteed is subordinated to the Notes, then the guarantee
shall be subordinated to the same extent as the Indebtedness guaranteed;  (10)the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of workers compensation claims, self-insurance obligations,  64


bankers
acceptances, performance, completion and surety bonds or guarantees, and
similar types of obligations in the ordinary course of business;  (11)the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so
long as such Indebtedness is covered within five Business Days;  (12)the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
consisting of guarantees, earn-outs, indemnities or obligations in respect of
purchase price adjustments in connection with the acquisition or disposition of
assets, including, without limitation, shares of Capital Stock;  (13)Indebtedness
or Preferred Stock of a Person incurred and outstanding on or prior to the date
on which such Person was acquired by the Company or any Restricted Subsidiary
of the Company or merged into the Company or a Restricted Subsidiary of the
Company in accordance with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not
incurred in connection with or in contemplation of, or to provide all or any
portion of the funds or credit support utilized to consummate, such acquisition
or merger; and provided further,
that after giving effect to such incurrence of Indebtedness either (A) the
Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
or (B) such Fixed Charge Coverage Ratio would be greater than immediately
prior to such acquisition; and  (14)the
incurrence by the Company or any Restricted Subsidiary of the Company of
additional Indebtedness in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance, replace, defease or discharge any
Indebtedness incurred pursuant to this clause (14), not to exceed $25.0
million.  The
Company will not incur, and will not permit any Guarantor to incur, any
Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor
unless such Indebtedness is also contractually subordinated in right of payment
to the Notes and the applicable Subsidiary Guarantee on substantially identical
terms; provided, however, that no Indebtedness shall be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company or any Guarantor, as applicable, solely by virtue of being unsecured or
by virtue of being secured on a first, second or third priority Lien basis or
by virtue of the fact that the holders of any secured Indebtedness have entered
into intercreditor agreements giving one or more of such holders priority over
the other holders in the collateral held by them.  For
purposes of determining compliance with this Section 4.09, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (14) above, or is
entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any  65


manner that complies with this Section 4.09. Indebtedness
under Credit Facilities outstanding on Issue Date will initially be deemed to
have been incurred on such date in reliance on the exemption provided by clause
(1) of the definition of Permitted Debt.  The
accrual of interest, the accrual of dividends, the accretion or amortization of
original issue discount or other value, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Stock in the form of additional shares
of the same class of Disqualified Stock will not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09; provided, in each such case, that the amount thereof is included
in Fixed Charges of the Company as accrued. Notwithstanding any other provision
of this Section 4.09, the maximum amount of Indebtedness that the Company or
any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be
deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values.  The
amount of any Indebtedness outstanding as of any date will be:  (1)the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;  (2)the
principal amount of the Indebtedness (including any Payment-in-Kind Notes), in
the case of any other Indebtedness; and  (3)in
respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:  (A)the
Fair Market Value of such an asset at the date of determination, and  (B)the
amount of the Indebtedness of the other Person that is secured by such assets.  Section 4.10Asset
Sales.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:  (1)the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed
of; and  (2)at
least 75% of the consideration received in the Asset Sale by the Company or
such Restricted Subsidiary is in the form of cash or Cash Equivalents. For
purposes of this provision, each of the following shall be deemed to be cash:  (A)any
liabilities, as shown on the Companys most recent consolidated balance sheet,
of the Company or any Restricted Subsidiary (other than contingent liabilities
and liabilities that are by their terms subordinated to the  66


Notes or any
Subsidiary Guarantee) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability;  (B)any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are, within 180 days of the
Asset Sale, converted by the Company or such Restricted Subsidiary into cash or
Cash Equivalents, to the extent of the cash or Cash Equivalents received in
that conversion;  (C)any
stock or assets of the kind referred to in clauses (2) or (4) of the next
paragraph of this Section 4.10; and  (D)any
Designated Non-cash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market
Value, taken together with all other Designated Non-cash Consideration received
pursuant to this clause that is at that time outstanding, not to exceed 3% of
Consolidated Total Assets of the Company as of the end of the Companys most
recently ended fiscal quarter prior to the date on which such Designated
Non-cash Consideration is received (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received without
giving effect to subsequent changes in value), shall be deemed to be cash for
purposes of this Section 4.10(2)(D) and for no other purpose.  Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or
the applicable Restricted Subsidiary, as the case may be) may apply such Net
Proceeds at its option:  (1)to
retire Indebtedness constituting First Priority Obligations (whether or not the
assets that were subject to such Asset Sale constitute Collateral) and, if the
Indebtedness retired is revolving credit Indebtedness, to correspondingly
reduce commitments with respect thereto;  (2)to
acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of
Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of
the Company;  (3)to
make a capital expenditure; or  (4)to
acquire other assets that are not classified as current assets under GAAP and that
are used or useful in a Permitted Business.  Pending
the final application of any Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise invest the Net Proceeds in any manner
that is not prohibited by this Indenture.  Any
Net Proceeds from Asset Sales that are not applied or invested as provided in
the second paragraph of this Section 4.10 will constitute Excess Proceeds, provided that,
if  67


during such 365-day period the Company or a Restricted
Subsidiary of the Company enters into a definitive written agreement committing
it to apply such Net Proceeds in accordance with the requirements of
clause (2), (3) or (4) of such paragraph, such 365-day period
shall be extended with respect to the amount of Net Proceeds so committed until
180 days after the date of such commitment (or, if earlier, until
termination of such agreement).  When
the aggregate amount of Excess Proceeds exceeds $20.0 million, within five days
thereof, the Company will make an offer to purchase (an Asset Sale Offer) to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets in accordance with Section 3.09 hereof to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of principal amount plus accrued and unpaid interest and
Special Interest, if any, to the date of purchase, and will be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use those Excess Proceeds for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes and such other
pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee shall select the Floating Rate Notes and the
PIK Toggle Notes and the Company shall select such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.  The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Section 3.09 or
this Section 4.10, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
Section 3.09 or this Section 4.10 by virtue of such compliance.  Section 4.11Transactions
with Affiliates.  (a)The Company
will not, and will not permit any of its Restricted Subsidiaries to, make any payment
to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of the Company (each an Affiliate Transaction), unless:  (1)the
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and  68


(2)the
Company delivers to the Trustee:  (A)with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors of the Company set forth in an Officers
Certificate certifying that such Affiliate Transaction complies with clause (1)
of this Section 4.11(a) and that such Affiliate Transaction has been approved
by a majority of the disinterested members of the Board of Directors; and  (B)with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $30.0 million, an
opinion as to the fairness to the Company or such Restricted Subsidiary of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing; provided, however,
that the aforementioned opinion will not be required in the case of any
issuance of Disqualified Stock that is subject to this Section 4.11(a).  (b)The following items will not be
deemed to be Affiliate Transactions and, therefore, will not be subject to the
provisions of Section 4.11(a):  (1)compensation
arrangements, any employment agreement, employee benefit plan, officer and
director indemnification agreement or any similar arrangement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business;  (2)transactions
between or among the Company and/or its Restricted Subsidiaries;  (3)transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;  (4)payment
of reasonable directors fees to Persons who are not otherwise Affiliates of
the Company;  (5)any
issuance of Equity Interests (other than Disqualified Stock) of the Company to
Affiliates of the Company;  (6)Restricted
Payments that do not violate Section 4.07 hereof;  (7)loans
or advances to employees in the ordinary course of business not to exceed $1.5
million in the aggregate at any one time outstanding;  (8)the
agreements described in the Certain Relationships and Related Transactions
section of the Companys Offering Memorandum, dated May 22, 2007, relating to
the offering of the Initial Notes, as in effect on the Issue Date (other than
the payment of management fees as described under clause (11) of this Section
4.11(b)), or  69


any amendment
hereto (so long as the amended agreement is not more disadvantageous to the
Holders of the Notes in any material respect than such agreement immediately
prior to such amendment) or any transaction contemplated thereby;  (9)the
Transactions and the payment of all transaction, underwriting, commitment and other
fees and expenses incurred in connection with the Transactions;  (10)investments
by the Equity Sponsors in securities of the Company or any of its Restricted
Subsidiaries so long as the investment is being offered generally to other
investors on the same or more favorable terms and any other transactions
involving the Company or any Restricted Subsidiary, on the one hand, and Bear,
Stearns & Co. Inc. or any of its Affiliates, on the other hand, which
transactions, in the reasonable determination of the Board of Directors, are on
commercially reasonable terms; and  (11)the
payment of management fees to the Equity Sponsors pursuant to the Management
Agreement as in effect on the Issue Date as described in the Certain
Relationships and Related Transactions  Professional Services Agreement
section of the Companys Offering Memorandum, dated May 22, 2007, relating to
the offering of the Initial Notes.  Section 4.12Liens.  The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly create, incur, assume or suffer to exist any Lien of any kind on
any asset now owned or hereafter acquired, except Permitted Liens.  Section 4.13[Reserved.]  Section 4.14[Reserved.]  Section 4.15Offer
to Repurchase Upon Change of Control.  (a)Upon the occurrence of a Change
of Control, the Company will make an offer (a Change of Control Offer) to
each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000, or if Payment-in-Kind Notes are issued
or Payment-in-Kind Interest is paid, a minimum of $1.00 and an integral
multiple of $1.00 (in each case in aggregate principal amount)) of each Holders
Notes in cash at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Special Interest, if any,
on the Notes repurchased, to the date of purchase, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant
interest payment date (the Change of Control Payment). Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of
Control and stating:  (1)that
the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment;  70


(2)the
purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the Change of
Control Payment Date);  (3)that
any Note not tendered will remain outstanding and will continue to accrue
interest;  (4)that,
unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest and Special Interest, if any, after the Change of
Control Payment Date;  (5)that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled Option
of Holder to Elect Purchase attached to the Notes completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;  (6)that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and  (7)that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess of $2,000; provided, however, that if
Payment-in-Kind Notes are issued or Payment-in-Kind Interest is paid, the
principal amount of such unpurchased portion may equal a minimum of $1.00 or an
integral multiple of $1.00.  The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control. To the extent that the provisions of
any securities laws or regulations conflict with the provisions of this Section
4.15, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 4.15 by virtue of such compliance.  (b)On the Change of Control Payment
Date, the Company will, to the extent lawful:  (1)accept
for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;  (2)deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and  71


(3)deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.  The
Paying Agent will promptly mail (but in any case not later than five days after
the Change of Control Payment Date) to each Holder of Notes properly tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each new note will be in a principal amount
of $2,000 or an integral multiple of $1,000 in excess of $2,000; provided,
however, that if Payment-in-Kind Notes are issued or Payment-in-Kind Interest
is paid, the principal amount of such unpurchased portion may equal a minimum
of $1.00 or an integral multiple of $1.00. The Company will publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.  (c)Notwithstanding anything to the
contrary in this Section 4.15, the Company will not be required to make a
Change of Control Offer upon a Change of Control if (1) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer, or (2)
notice of redemption in respect of all Notes then outstanding, has been given
pursuant to Section 3.07 hereof, unless and until there is a default in payment
of the applicable redemption price.  Section 4.16Guarantees.  If
(a) the Company or any of its Restricted Subsidiaries acquires or creates
a Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary (or a
non-Wholly Owned Restricted Subsidiary if it Guarantees capital markets
Indebtedness of the Company or another Restricted Subsidiary of the Company),
other than an Immaterial Subsidiary, on or after the Issue Date or (b) any
such Immaterial Subsidiary ceases to meet the definition of Immaterial
Subsidiary, then that newly acquired or created Domestic Subsidiary or
non-Immaterial Subsidiary, as applicable, must become a Guarantor and execute a
supplemental indenture, grant a Second Priority Lien to the Trustee on behalf
of the holders of the Notes on all of its property and assets constituting
Collateral, become a party to the Security Documents and deliver an Opinion of
Counsel to the Trustee.  A
Guarantor may not sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person unless:  (1)immediately
after giving effect to that transaction, no Default or Event of Default exists;
and  (2)either:  (a)the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such consolidation or
merger (if other than the Guarantor) is organized or existing under the laws of
the United States, any state thereof  72


or the District of Columbia and assumes all
the obligations of that Guarantor under the Indenture, the Subsidiary
Guarantees, the Registration Rights Agreement and the Security Documents
pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or  (b)such sale or other disposition or consolidation or merger
complies with Section 4.10 hereof.  Neither
the merger or consolidation of a Guarantor with and into the Company (with the
Company being the surviving entity) or another Guarantor nor the sale of all or
substantially all of a Guarantors assets to the Company or another Guarantor
need comply with the prior paragraph.  The
Subsidiary Guarantee of a Guarantor will automatically and unconditionally be
released upon written notice to the Trustee; provided, however, that failure to
deliver such notice shall not affect the validity of such notice:  (1)in
connection with any sale or other disposition of all or substantially all of
the assets of that Guarantor (including by way of merger or consolidation) to a
Person that is not (either before or after giving effect to such transaction)
the Company or a Restricted Subsidiary of the Company, if the sale or other
disposition does not violate Sections 3.09 or 4.10 of this Indenture;  (2)in
connection with any sale or other disposition of all of the Capital Stock of
that Guarantor to a Person that is not (either before or after giving effect to
such transaction) the Company or a Restricted Subsidiary of the Company, if the
sale or other disposition does not violate Sections 3.09 or 4.10 of this
Indenture;  (3)if
the Company designates any Restricted Subsidiary that is a Guarantor to be an
Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture;  (4)upon
legal defeasance or satisfaction and discharge of the Notes as provided in
Section 8.02 and Article 11 of this Indenture; or  (5)all
the obligations of such Guarantor under all Credit Facilities terminate and
such Guarantor does not guarantee any other Indebtedness of the Company or
another Guarantor.  Section 4.17Payments
for Consent.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of a series of Notes for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this
Indenture or such series of Notes unless such consideration is offered to be
paid and is paid to all Holders of such series of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.  73


Section 4.18Designation
of Restricted and Unrestricted Subsidiaries.  The
Board of Directors of the Company may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate Fair Market Value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted
Subsidiary will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
Section 4.07 hereof or under one or more clauses of the definition of Permitted
Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.  Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will
be evidenced to the Trustee by filing with the Trustee a certified copy of the
resolutions of the Board of Directors of the Company giving effect to such
designation and an Officers Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date by Section 4.09 hereof, the Company will be in default
of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.  ARTICLE 5
SUCCESSORS  Section 5.01Merger,
Consolidation, or Sale of Assets.  The
Company may not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:  (1)either:  (A)the
Company is the surviving corporation; or  74


(B)the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a corporation, partnership or limited liability
company organized or existing under the laws of the United States, any state of
the United States or the District of Columbia (the Company or such Person,
including the Person to which such sale, assignment, transfer, conveyance,
lease or other disposition has been made, as the case may be, being herein
called the Successor Company),
provided that at any time the
Successor Company is a limited liability company or partnership, there shall be
a co-issuer of the Notes that is a corporation that satisfies the requirements
of this Section 5.01;  (2)the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of the Company
under the Notes, this Indenture and the Registration Rights Agreement pursuant
to agreements reasonably satisfactory to the Trustee;  (3)immediately
after such transaction, no Default or Event of Default exists;  (4)after
giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period,
(a) the Successor Company will, on the date of such transaction be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.09(a) hereof or (b) the Fixed
Charge Coverage Ratio for the Successor Company would be greater than such
ratio for the Company immediately prior to such transaction; and  (5)each
Guarantor, unless such Guarantor is the Person with which the Company has
entered into a transaction under this Section 5.01, will have by amendment to
its Subsidiary Guarantee confirmed that its Subsidiary Guarantee will apply to
the obligations of the Company or the surviving Person in accordance with the
Notes and this Indenture.  In
addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.  This
Section 5.01 will not apply to (a) a merger of the Company with an Affiliate
solely for the purpose of reincorporating the Company in another jurisdiction;
or (b) any merger, consolidation, sale, transfer, assignment, conveyance, lease
or other disposition of assets between or among the Company and its Restricted
Subsidiaries. Clause (4) of this Section 5.01 shall not apply to the Merger.  Section 5.02Successor
Corporation Substituted.  Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is  75


merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this 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 Person had been
named as the Company herein; provided, however, that the predecessor Company
shall not be relieved from the obligation to pay the principal of and interest
on the Notes except in the case of a sale of all of the Companys assets in a
transaction that is subject to, and that complies with the provisions of,
Section 5.01 hereof.  ARTICLE 6
DEFAULTS AND REMEDIES  Section 6.01Events
of Default.  Each
of the following is an Event of Default:  (1)the
Company defaults for 30 days in the payment when due of interest on, or Special
Interest with respect to, the Notes;  (2)the
Company defaults in the payment when due (at maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on the Notes;  (3)the
Company or any Guarantor fails to comply with the provisions of Section 5.01
hereof;  (4)the
Company or any of its Restricted Subsidiaries fails to observe or perform any
other covenant, representation, warranty or other agreement in this Indenture
or the Notes for 60 days after written notice to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class;  (5)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 of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, if that default:  (A)is
caused by a failure to pay any such Indebtedness at its stated final maturity
(a Payment Default); or  (B)results
in the acceleration of such Indebtedness prior to its stated final maturity,  and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $20.0 million or more;  76


(6)a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any of its
Restricted Subsidiaries, which judgment or judgments are not paid, discharged
or stayed for a period of 60 days; provided that the aggregate amount of all
such undischarged judgments is in excess of $20.0 million in excess of amounts
that are covered by insurance;  (7)the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:  (A)commences
a voluntary case,  (B)consents
to the entry of an order for relief against it in an involuntary case,  (C)consents
to the appointment of a custodian of it or for all or substantially all of its
property,  (D)makes
a general assignment for the benefit of its creditors, or  (E)generally
is not paying its debts as they become due;  (8)a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:  (A)is
for relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case;  (B)appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary; or  (C)orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;  and the order or decree
remains unstayed and in effect for 60 consecutive days;  77


(9)except
as permitted by this Indenture, any Guarantee is held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor, or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; or  (10)unless
all of the Collateral has been released from the Second Priority Liens in
accordance with the provisions of the Security Documents, default by the
Company or any Guarantor in the performance of the Security Documents which
adversely affects the enforceability, validity, perfection or priority of the
Second Priority Liens on a material portion of the Collateral granted to the
Collateral Agent for the benefit of the Trustee and the Holders of the Notes,
the repudiation or disaffirmation by the Company or any Guarantor of its
material obligations under the Security Documents or the determination in a
judicial proceeding that the Security Documents are unenforceable or invalid
against the Company or any Guarantor party thereto for any reason with respect
to a material portion of the Collateral (which default, repudiation,
disaffirmation or determination is not rescinded, stayed, or waived by the
Persons having such authority pursuant to the Security Documents or otherwise
cured within 30 days after the Company receives written notice thereof
specifying such occurrence from the Trustee or the Holders of at least 25% of
the outstanding principal amount of the relevant Notes and demanding that such
default be remedied).  The
Company is required to deliver to the Trustee annually a statement regarding
compliance with this Indenture, and upon becoming aware of any Default or Event
of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.  Section 6.02Acceleration.  In the
case of an Event of Default specified in clause (7) or (8) of Section 6.01
hereof, with respect to the Company, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately; provided, however, that the Company shall have 30
days to cure an Event of Default described in clause (10) of Section 6.01
hereof after it receives a written notice as set forth in clause (10) of
Section 6.01 hereof.  Upon
any such declaration, the Notes shall become due and payable immediately.  The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders,
rescind an acceleration or waive any existing Default or Event of Default and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal,
interest or premium or Special Interest, if any, that has become due solely
because of the acceleration) have been cured or waived.  78


Section 6.03Other
Remedies.  If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium and Special Interest, if
any, and interest on the Notes or to enforce the performance of any provision
of the Notes or this Indenture.  The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.  Section 6.04Waiver
of Past Defaults.  Holders
of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may, on behalf of the Holders of all of the Notes, waive
an existing Default or Event of Default and its consequences hereunder, except
a continuing Default or Event of Default in the payment of the principal of,
premium and Special Interest, if any, or interest on, the Notes (including in
connection with an offer to purchase); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.  Section 6.05Control
by Majority.  Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the rights
of other Holders of Notes or that may involve the Trustee in personal
liability.  Section 6.06Limitation
on Suits.  A
Holder may pursue a remedy with respect to this Indenture or the Notes only if:  (1)the
Holder of a Note gives to the Trustee written notice that an Event of Default
is continuing;  (2)Holders
of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;  (3)such
Holder or Holders offer the Trustee security or indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense;  79


(4)the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity, if requested; and  (5)during
such 60-day period the Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with
the request.  A
Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.  Section 6.07Rights
of Holders of Notes to Receive Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Special Interest, if any, and
interest on the Note, on or after the respective due dates expressed in the
Note (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.  Section 6.08Collection
Suit by Trustee.  If an
Event of Default specified in Section 6.01(1) or (2) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal of,
premium and Special Interest, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee and the Collateral Agent and their respective agents
and counsel.  Section 6.09Trustee
May File Proofs of Claim.  The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee  80


to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.  Section 6.10Priorities.  If the
Trustee collects any money pursuant to this Article 6, it shall pay out the
money in the following order:  First:to the Trustee, its agents
and attorneys for amounts due under Section 7.07 hereof, including payment of
all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection, including by the
Collateral Agent;  Second:to Holders of Notes for amounts
due and unpaid on the Notes for principal, premium and Special Interest, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium
and Special Interest, if any and interest, respectively; and  Third:to the Company or to such
party as a court of competent jurisdiction shall direct.  The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.  Section 6.11Undertaking
for Costs.  In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys fees,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.  ARTICLE 7
TRUSTEE  Section 7.01Duties
of Trustee.  (a)If an Event of Default has
occurred and is continuing, the Trustee will exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such persons own affairs.  (b)Except during the continuance of
an Event of Default:  81


(1)the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and  (2)in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, the Trustee will examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.  (c)The Trustee may not be relieved
from liabilities for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that:  (1)this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;  (2)the
Trustee will 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; and  (3)the
Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof.  (d)Whether or not therein expressly
so provided, every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.  (e)No provision of this Indenture
will require the Trustee to expend or risk its own funds or incur any liability.
The Trustee will be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holder of Notes, unless such
Holder has offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense.  (f)The Trustee will not be liable
for interest on any money received by it except as the Trustee may agree in
writing with the Company and except to the extent required by law or by any
other provision of this Indenture. Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.  Section 7.02Rights
of Trustee.  (a)The Trustee may conclusively
rely upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.  (b)Before the Trustee acts or
refrains from acting, it may require an Officers Certificate or an Opinion of
Counsel or both. The Trustee will not be liable for any action it  82


takes or omits to
take in good faith in reliance on such Officers Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel will be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.  (c)The Trustee may act through its
attorneys and agents and will not be responsible for the misconduct or
negligence of any agent appointed with due care.  (d)The Trustee will not be liable
for any action it takes or omits to take in good faith that it reasonably
believes to be authorized or within the rights or powers conferred upon it by
this Indenture; provided, however, that the Trustees conduct does not
constitute willful misconduct or gross negligence.  (e)Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the
Company will be sufficient if signed by an Officer of the Company.  (f)The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.  Section 7.03Individual
Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the
Company 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 (if this Indenture has been qualified under the TIA) or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.  Section 7.04Trustees
Disclaimer.  The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Companys use of the proceeds from the Notes or any money
paid to the Company or upon the Companys direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.  Section 7.05Notice
of Defaults.  If a
Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Notes a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of  83


principal of, premium or Special Interest, if any, or
interest on, any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.  Section 7.06Reports
by Trustee to Holders of the Notes.  (a)Within 60 days after each May 15
beginning with the May 15 following the date of this Indenture, and for so long
as Notes remain outstanding, the Trustee will mail to the Holders of the Notes
a brief report dated as of such reporting date that complies with TIA Section
313(a) (but if no event described in TIA Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also will comply with TIA Section 313(b)(2). The Trustee will also
transmit by mail all reports as required by TIA Section 313(c).  (b)A copy of each report at the
time of its mailing to the Holders of Notes will be mailed by the Trustee to
the Company and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
will promptly notify the Trustee when the Notes are listed on any stock
exchange.  Section 7.07Compensation
and Indemnity.  (a)The Company will pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder as the parties will agree in writing from time
to time. The Trustees compensation will not be limited by any law on
compensation of a trustee of an express trust. The Company will reimburse the
Trustee promptly upon request for all reasonable and customary disbursements,
advances and expenses incurred or made by it in addition to the compensation
for its services. Such expenses will include the reasonable and customary
compensation, disbursements and expenses of the Trustees agents and counsel.  (b)The Company and the Guarantors,
jointly and severally, will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, the
Intercreditor Agreement and the Second Lien Security Agreement, including the
costs and expenses of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its gross negligence or bad faith. The
Trustee will notify the Company in writing promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have one separate counsel and the Company will
pay the reasonable fees and expenses of such counsel. Neither the Company nor
any Guarantor need (x) pay for any settlement made without its written consent,
which consent will not be unreasonably withheld or delayed, or (y) reimburse
any expense or indemnify against any of the foregoing loss, liability or
expense incurred by the Trustee through the Trustees own willful misconduct,
gross negligence or bad faith.  84


(c)The obligations of the Company
and the Guarantors under this Section 7.07 will survive the satisfaction and
discharge of this Indenture.  (d)To secure the Companys payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the
Notes on all money or property held or collected by the Trustee (or the
Collateral Agent on behalf of the Trustee), except that held in trust to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.  (e)When the Trustee incurs expenses
or renders services after an Event of Default specified in Section 6.01(7) or
(8) hereof occurs, the expenses and the compensation for the services
(including the reasonable fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.  (f)The Trustee will comply with the
provisions of TIA Section 313(b)(2) to the extent applicable.  Section 7.08Replacement
of Trustee.  (a)A resignation or removal of the
Trustee and appointment of a successor Trustee will become effective only upon
the successor Trustees acceptance of appointment as provided in this Section
7.08.  (b)The Trustee may, upon 30 days
written notice to the Company, resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:  (1)the
Trustee fails to comply with Section 7.10 hereof;  (2)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;  (3)a
custodian or public officer takes charge of the Trustee or its property; or  (4)the
Trustee becomes incapable of acting as Trustee hereunder or with respect to the
Notes.  (c)If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount
of the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.  (d)If a successor Trustee 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  85


principal amount of
the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.  (e)If the Trustee, after written
request by any Holder who has been a Holder for at least six months, fails to
comply with Section 7.10 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.  (f)A successor Trustee will deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail
a notice of its succession to Holders. The retiring Trustee will promptly
transfer all property held by it as Trustee to the successor Trustee, provided
all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Companys obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.  Section 7.09Successor
Trustee by Merger, etc.  If the
Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee;
provided, however, that such Person shall be otherwise qualified and eligible
under Article 7 hereof.  Section 7.10Eligibility;
Disqualification.  There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.  This
Indenture will always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).  Section 7.11Preferential
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 Section 311(a) to the extent indicated therein. The Trustee
hereby waives any right to setoff any claim that it may have against the
Company in any capacity (other than as Trustee) against any of the assets of
the Company held by the Trustee in its capacity as Trustee.  86


ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE  Section 8.01Option
to Effect Legal Defeasance or Covenant Defeasance.  The
Company may, at its option, and at any time, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.  Section 8.02Legal
Defeasance and Discharge.  Upon
the Companys exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes (including the Subsidiary Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, Legal Defeasance). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Subsidiary Guarantees), which will thereafter be deemed to
be outstanding only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to
have satisfied all of their other obligations under such Notes, the Subsidiary
Guarantees and this Indenture (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 will survive until otherwise
terminated or discharged hereunder:  (1)the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium and Special Interest, if any, on such
Notes when such payments are due from the trust referred to in Section 8.04
hereof;  (2)the
Companys obligations with respect to such Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and
the maintenance of an office or agency for payment and money for security
payments held in trust;  (3)the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Companys and the Guarantors obligations in connection therewith; and  (4)the
Legal Defeasance provisions of this Article 8.  Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.  Section 8.03Covenant
Defeasance.  Upon
the Companys exercise under Section 8.01 hereof of the option applicable to
this Section 8.03, the Company and any Guarantors will, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the  87


covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.15, 4.16, 4.17 and 4.18 hereof and clause (4) of Section
5.01 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, Covenant
Defeasance), and the Notes will 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
will continue to be deemed outstanding for all other purposes hereunder (it
being understood that such Notes will not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes and Subsidiary Guarantees, the Company and any Guarantors
may omit to comply with and will 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 will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes and Subsidiary
Guarantees will be unaffected thereby. In addition, upon the Companys exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(3) through 6.01(8) hereof will not constitute Events of Default.  Section 8.04Conditions
to Legal or Covenant Defeasance.  In
order to exercise either Legal Defeasance or Covenant Defeasance under either
Sections 8.02 or 8.03 hereof:  (1)the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized investment bank, appraisal firm, or firm of independent
public accountants, to pay the principal of, premium and Special Interest, if
any, and interest on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;  (2)in
the case of an election under Section 8.02 hereof, the Company must deliver to
the Trustee an Opinion of Counsel 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 of this Indenture, there has been a change in the applicable federal
income tax law,  in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes 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  88


and at
the same times as would have been the case if such Legal Defeasance had not
occurred;  (3)in
the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
Covenant Defeasance had not occurred;  (4)no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit) and the deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound;  (5)such
Legal Defeasance or Covenant Defeasance will 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;  (6)the
Company must deliver to the Trustee an Officers Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders
of Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others;
and  (7)the
Company must deliver to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.  Section 8.05Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.  Subject
to Section 8.06 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 8.05, the Trustee)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes 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 Notes of all sums due and to become due
thereon in respect of principal, premium and Special Interest, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.  The
Company will 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 8.04 hereof or the principal and interest
received in respect thereof other than  89


any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.  Notwithstanding
anything in this Article 8 to the contrary, the Trustee will 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 8.04
hereof which, in the opinion of a nationally recognized investment bank,
appraisal firm or firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) 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 8.06Repayment
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 or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, if any, or interest has
become due and payable shall be paid to the Company on its written request or
(if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to 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, will 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 will 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 upon its written request.  Section 8.07Reinstatement.  If the
Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Sections 8.02 or 8.03
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 and the Guarantors obligations under this
Indenture and the Notes and the Subsidiary Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Sections 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Sections 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium or Special Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.  90


ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER  Section 9.01Without
Consent of Holders of Notes.  Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or the
Security Documents without the consent of any Holder of a Note:  (1)to
cure any ambiguity, defect or inconsistency;  (2)to
provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions of Article 2 hereof (including the related
definitions) in a manner that does not materially adversely affect any Holder;  (3)to
provide for the assumption of the Companys or a Guarantors obligations to the
Holders of the Notes and Subsidiary Guarantees in the case of a merger or
consolidation or sale of all or substantially all of the Issuers or such
Guarantors assets, as applicable;  (4)to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Note;  (5)to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;  (6)to
conform the text of this Indenture, the Notes or the Subsidiary Guarantees to
any provision of the Description of the Notes section of the Companys
Offering Memorandum, dated May 22, 2007, relating to the offering of the
Initial Notes, to the extent that such provision in that Description of the
Notes section was intended to be a verbatim recitation of a provision of this
Indenture, the Subsidiary Guarantees or the Notes;  (7)to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;  (8)to
provide for additional or supplemental Security Documents or provide for
additional Collateral;  (9)to
provide for the release of Collateral in accordance with the terms of this
Indenture and the Security Documents;  (10)to
allow any Guarantor to execute a supplemental indenture and a Guarantee with
respect to the Notes; or  (11)to
evidence and provide for the acceptance and appointment under this Indenture by
a successor Trustee.  91


Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Company and the Guarantors
in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.  Section 9.02With
Consent of Holders of Notes.  Except
as provided below in this Section 9.02, the Company and the Trustee may amend
or supplement this Indenture (including, without limitation, Sections 3.09,
4.10 and 4.15 hereof), the Subsidiary Guarantees, the Notes and the Security
Documents with the consent of the Holders of at least a majority in principal
amount of the Notes (including, without limitation, Additional Notes, if any)
then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium or Special Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture,
the Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes); provided, that (i) if any
amendment, waiver or other modification would by its terms disproportionately
and adversely affect the Floating Rate Notes or the PIK Toggle Notes, such
amendment, waiver or other modification shall also require the consent of the
Holders of at least a majority in principal amount of the then outstanding
Floating Rate Notes or PIK Toggle Notes, as the case may be, and (ii) if
any amendment, waiver or other modification would only affect the Floating Rate
Notes or the PIK Toggle Notes, only the consent of the Holders of at least a
majority in principal amount of the then outstanding Floating Rate Notes or PIK
Toggle Notes (and not the consent of at least a majority of all Notes), as the
case may be, shall be required. Section 2.08 hereof shall determine which Notes
are considered to be outstanding for purposes of this Section 9.02.  Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the Trustee
will join with the Company and the Guarantors in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustees own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
will not be obligated to, enter into such amended or supplemental Indenture.  It
will not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof.  92


After
an amendment, supplement or waiver under this Section 9.02 becomes effective,
the Company will mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture, the Notes, or the Subsidiary Guarantees. However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):  (1)reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;  (2)reduce
the principal of or change the fixed maturity of any Note or alter or waive any
of the provisions with respect to the redemption of the Notes except as
provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;  (3)reduce
the rate of or change the time for payment of interest on any Note;  (4)waive
a Default or Event of Default in the payment of principal of or premium or
Special Interest, if any, or interest on the Notes (except a rescission of
acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes and a waiver of the payment
default that resulted from such acceleration);  (5)make
any Note payable in money other than that stated in the Notes;  (6)make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of,
or interest or premium or Special Interest, if any, on the Notes;  (7)waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.10 or 4.15 hereof);  (8)release
any Guarantor that is a Significant Subsidiary from any of its obligations
under its Subsidiary Guarantee or this Indenture, except in accordance with the
terms of this Indenture;  (9)release
the Collateral from the Second Priority Liens, except in accordance with the
provisions of the Indenture and the Security Documents; or  (10)make
any change in the foregoing amendment and waiver provisions.  Section 9.03Compliance
with TIA.  Every
amendment or supplement to this Indenture or the Notes will be set forth in an
amended or supplemental indenture that complies with the TIA as then in effect.  93


Section 9.04Revocation
and Effect of Consents.  Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holders Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.  Section 9.05Notation
on or Exchange of Notes.  The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.  Failure
to make the appropriate notation or issue a new Note will not affect the
validity and effect of such amendment, supplement or waiver.  Section 9.06Trustee
to Sign Amendments, etc.  The
Trustee will sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Company may not
sign an amended or supplemental indenture until the Board of Directors approves
it. In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officers Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.  ARTICLE 10
SUBSIDIARY GUARANTEES  Section 10.01Guarantee.  (a)Subject to this Article 10, each
of the Guarantors hereby, jointly and severally, unconditionally guarantees to
each Holder of a Note 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 Notes or the obligations of the Company
hereunder or thereunder, that:  (1)the
principal of, premium and Special Interest, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and  94


(2)in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.  Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection.  (b)The Guarantors hereby agree that
their obligations hereunder are unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
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. Subject to Section 6.06 hereof, each Guarantor hereby waives
diligence, presentment, demand of payment, 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
whatsoever and covenant that this Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.  (c)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 by either to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, will be reinstated in full force and effect.  (d)Each Guarantor agrees that it
will 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 further agrees that, as between
the Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (1) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 6 hereof 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 (2) in the
event of any declaration of acceleration of such obligations as provided in Article
6 hereof, such obligations (whether or not due and payable) will forthwith
become due and payable by the Guarantors for the purpose of this Subsidiary
Guarantee. The Guarantors will 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 Subsidiary Guarantee.  Section 10.02Limitation on Guarantor
Liability.  Each
Guarantor, and by its acceptance of Notes, 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  95


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
will be limited to the maximum amount that 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 10, result in the obligations of such Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.  Section 10.03Execution and Delivery
of Subsidiary Guarantee.  To
evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially
in the form attached as Exhibit D hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.  Each
Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section
10.01 hereof will 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 this 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 will be
valid nevertheless.  The
delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Guarantors.  In the
event that the Company or any of its Restricted Subsidiaries creates or
acquires any Domestic Subsidiary after the date of this Indenture, the Company
will cause such Domestic Subsidiary to comply with the provisions of this
Article 10, to the extent applicable.  Section 10.04Guarantors May
Consolidate, etc., on Certain Terms.  Except
as otherwise provided in Section 10.05 hereof, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:  (1)immediately
after giving effect to such transaction, no Default or Event of Default exists;
and  (2)either:  (b)subject to Section 10.05 hereof,
the Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger unconditionally assumes
all the obligations of that Guarantor, pursuant to a supplemental  96


indenture in form
and substance reasonably satisfactory to the Trustee, under this Indenture and
the Subsidiary Guarantee on the terms set forth herein or therein; or  (c)the Net Proceeds of such sale or
other disposition are applied in accordance with the applicable provisions of
this Indenture, including without limitation, Section 4.10 hereof.  In
case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued will in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.  Except
as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and
(b) above, nothing contained in this Indenture or in any of the Notes will
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.  Section 10.05Releases.  (a)In the event of any sale or
other disposition of all
or substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition
of all of the Capital Stock of any Guarantor, in each case to a Person that is
not (either before or after giving effect to such transactions) the Company or
a Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the Capital Stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made
by the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof. Upon the Companys written request, the
Trustee will execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Subsidiary Guarantee.  (b)Upon designation of any Guarantor
as an Unrestricted Subsidiary in accordance with the terms of this Indenture,
such Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee.  97


(c)Upon Legal Defeasance in
accordance with Article 8 hereof or satisfaction and discharge of this
Indenture in accordance with Article 11 hereof, each Guarantor will be released
and relieved of any obligations under its Subsidiary Guarantee.  Any
Guarantor not released from its obligations under its Subsidiary Guarantee as
provided in this Section 10.05 will remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article 10.  ARTICLE 11
SATISFACTION AND DISCHARGE  Section 11.01Satisfaction and
Discharge.  This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued hereunder, when:  (1)either:  (a)all Notes that have
been authenticated, except lost, stolen or destroyed Notes that have been
replaced or paid and Notes for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company or discharged from the
trust, have been delivered to the Trustee for cancellation; or  (b)all Notes that have not
been delivered to the Trustee for cancellation have become due and payable by
reason of the mailing of a notice of redemption or otherwise or will become due
and payable within one year and the Company or any Guarantor has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in amounts as will be
sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Special Interest, if any, and accrued
interest to the date of maturity or redemption;  (2)no
Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit) and the deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company or any Guarantor is a party or by which the Company or any
Guarantor is bound;  (3)the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and  (4)the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
maturity or the redemption date, as the case may be.  98


In
addition, the Company must deliver an Officers Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied before this Indenture will be considered
satisfied and discharged.  Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01,
the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in
this Section 11.01 will be deemed to discharge those provisions of Section 7.07
hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.  Section 11.02Application of Trust
Money.  Subject
to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 11.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.  If the
Trustee or Paying Agent is unable to apply any money or Government Securities
in accordance with Section 11.01 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Companys
and any Guarantors obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01 hereof; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.  ARTICLE 12
SECURITY DOCUMENTS AND SECURITY  Section 12.01Rights of the Collateral
Agent.  (a)The Trustee shall initially act
as Collateral Agent and, as Collateral Agent, shall be entitled to the
protections, immunities and indemnities afforded the Trustee under Article 7.  (b)The Collateral Agent is
authorized and empowered to appoint one or more co-Collateral Agents or
sub-agents as it deems necessary or appropriate and shall have no liability for
the performance of such co-Collateral Agent or sub-agent so long as it was
selected with due care.  (c)Neither the Trustee nor the
Collateral Agent nor any of their respective officers, directors, employees,
attorneys or agents shall be responsible for the existence, genuineness, value
or protection of any Collateral (except for the safe custody of any Collateral
in their possession and the accounting for moneys actually received by them
hereunder), for the legality,  99


enforceability,
effectiveness or sufficiency of the Security Documents, for the creation,
perfection, priority, sufficiency or protection of any Second Priority Lien, or
for any failure to demand, collect, foreclose or realize upon or otherwise
enforce any of the Second Priority Liens or Security Documents or for any delay
in doing so. The Trustee and the Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
their possession if such Collateral is accorded treatment substantially equal
to that which they accord their own property.  (d)The Collateral Agent shall be
subject to such directions as may be given it by the Trustee from time to time
as required or permitted by this Indenture and the Intercreditor Agreement. Except
as directed by the Trustee and as required or permitted by this Indenture, the
Intercreditor Agreement or the other Security Documents, the Collateral Agent
shall not be obligated:  (1)to
act upon directions purported to be delivered to it by any other Person;  (2)to
foreclose upon or otherwise enforce any Second Priority Lien; or  (3)to
take any other action whatsoever with regard to any or all of the Second
Priority Liens, Security Documents or Collateral.  (e)The Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the
enforcement of the Second Priority Liens or Security Documents.  (f)In acting as Collateral Agent or
co-Collateral Agent, the Collateral Agent and each co-Collateral Agent may rely
upon and enforce each and all of the rights, powers, immunities, indemnities
and benefits of the Trustee under Article 7.  (g)Each successor Trustee shall
become the successor Collateral Agent as and when the successor Trustee becomes
the Trustee.  Section 12.02Security Documents.  (a)In order to secure the due and
punctual payment of the Notes, the Company has entered or will enter into the
Security Documents to create the Second Priority Liens on the Collateral in
accordance with the terms thereof. In the event of a conflict between the terms
of this Indenture and the Intercreditor Agreement, the Intercreditor Agreement
shall control.  (b)Each Holder of a Note, by
accepting such Note, (i) agrees to all of the terms and provisions of the
Intercreditor Agreement and the other Security Documents (including, without
limitation, the provisions providing for foreclosure and release of Collateral
and the automatic amendment or waiver of the Security Documents pursuant to the
terms of the Intercreditor Agreement) and (ii) authorizes the Trustee and the
Collateral Agent to enter into the Intercreditor Agreement and the other Security
Documents, to bind the Holders on the terms set forth in the Security
Documents, to perform and observe its obligations under the Security Documents
and, unless violative of the provisions hereof and thereof, to execute any and
all documents, amendments, waivers, consents, releases or other instruments
required (or authorized) to be executed by it pursuant to the terms thereof.  100


(c)Each Holder of a Note, by
accepting such Note, acknowledges and agrees that, so long as the First
Priority Lien Obligations are outstanding, the holders of the First Priority
Liens may change, waive, modify or vary the Security Documents; provided that
any such change, waiver, modification or variance materially adversely affecting
the rights of the Holders of the Notes (and not the holders of the First
Priority Liens or any other secured creditors in a like or similar manner) will
require the consent of the Trustee (acting at the direction of Holders of a
majority of the aggregate principal amount of the Notes outstanding); provided
further, however, that notwithstanding the foregoing, the holders of the First
Priority Liens may (i) direct the First Priority Lien Representative to take
actions with respect to the Collateral (including the release of the Collateral
and the manner of realization) without the consent of the Holders of the Notes
and (ii) agree to modify the Security Documents, without the consent of the
Holders of the Notes, to secure additional extensions of credit and add
additional secured creditors so long as such modifications do not expressly
violate the provisions of the Credit Agreement or this Indenture.  Section 12.03Application of Proceeds
of Collateral.  Upon
any realization upon the Collateral, the proceeds thereof shall be applied,
subject to the terms of the Intercreditor Agreement, in accordance with the
Security Documents and Section 6.10 hereof.  Section 12.04Possession, Use and
Release of Collateral.  (a)Subject to the terms of the
Intercreditor Agreement and the other Security Documents, the Company shall
have the right to remain in possession and retain exclusive control of the
Collateral (other than any cash, securities, obligations and cash equivalents
constituting part of the Collateral to the extent deposited with the Collateral
Agent, or any agent of the Collateral Agent, in accordance with the provisions
of the Security Documents and other than as set forth in the Security
Documents), to freely operate the Collateral and to collect, invest and dispose
of any income therefrom.  (b)In the event of the release of
Second Priority Liens on any property constituting Collateral pursuant to
Section 12.04(e)(3), the Collateral Agent will, at the Companys expense,
promptly execute and deliver to the Company such documents as the Company shall
reasonably request to evidence the release of such item of Collateral from the
Second Priority Liens; provided that the Company shall have delivered to the
Collateral Agent, at least five Business Days prior to the date of the proposed
release, a written request for release describing the item of Collateral and
the terms of the sale, lease, transfer or other disposition in reasonable
detail, including, without limitation, the price thereof and any expenses in connection
therewith, together with a form of release for execution by the Collateral
Agent and an Officers Certificate of the Company to the effect that the
relevant transaction is in compliance with this Indenture, the Intercreditor
Agreement and the other Security Documents, and as to such other matters as the
Trustee may reasonably request. Notwithstanding the preceding sentence, all
purchasers and grantees of any property or rights purporting to be released
from the Second Priority Liens shall be entitled to rely upon any release
executed by the Trustee hereunder as sufficient for the purpose of this
Indenture and as constituting a good and valid release of the property therein
described from the Second Priority Liens.  101


(c)Each Holder of a Note, by
accepting such Note, acknowledges and agrees that, so long as any First
Priority Lien Obligations are outstanding, the holders of the First Priority
Liens will control at all times all remedies and other actions related to the
Collateral and the Second Priority Liens will not entitle the Collateral Agent,
the Trustee or the Holders of any Notes to take any action whatsoever with
respect to the Collateral. As a result, so long as any First Priority Lien
Obligations are outstanding, neither the Collateral Agent nor the Trustee nor
the Holders of the Notes will be able to force a sale of the Collateral or
otherwise exercise remedies normally available to secured creditors without the
concurrence of the holders of the First Priority Liens.  (d)Each Holder of a Note, by
accepting such Note, acknowledges and agrees that, at such time as (i) the
First Priority Lien Obligations have been satisfied in full in cash in
accordance with the terms thereof and all commitments and letters of credit
thereunder have been terminated or (ii) the holders of the First Priority Liens
have released their First Priority Liens on all or any portion of the
Collateral, the Second Priority Liens will also be automatically released to the
same extent; provided, however, that (x) in the case of clause (i) of this
sentence, in the event that an Event of Default shall have occurred and be
continuing as of the date on which the First Priority Lien Obligations are
repaid in full and terminated as described in clause (i), the Second Priority
Liens on the Collateral will not be released, except to the extent the
Collateral or any portion thereof was disposed of in order to repay the First
Priority Lien Obligations secured by the Collateral and, thereafter, the
Trustee (acting at the direction of the Holders of a majority in outstanding
principal amount of Notes) will have the right to direct the Collateral Agent
to foreclose upon the Collateral (but, in such event, the Second Priority Liens
will be released when such Event of Default and all other Events of Default
under this Indenture shall cease to exist), and (y) in the case of clause (ii)
of this sentence, if the First Priority Lien Obligations (or any portion
thereof) are thereafter secured by assets that would constitute Collateral, the
Notes will then be secured by the Second Priority Liens on such Collateral, to
the same extent provided pursuant to the Security Documents. If the Company
subsequently Incurs obligations under the Credit Agreement or other First
Priority Lien Obligations which are secured by assets of the Company or any
Guarantors of the type constituting Collateral, then the Second Priority Lien
Obligations will be secured at such time by a Second Priority Lien on the
collateral securing such First Priority Lien Obligations to the same extent
provided by the Security Documents.  (e)Each Holder of a Note, by
accepting such Note, acknowledges and agrees that the Second Priority Liens
will be released automatically and without the need for any further action by
any Person (so long as such release is in compliance with the TIA):  (1)as
to all of the Collateral, upon payment in full of the principal of, and accrued
and unpaid interest (including Special Interest) and premium, if any, on the
Notes;  (2)as
to all of the Collateral, upon defeasance or discharge of the Notes in
accordance with the provisions described under Article 8 or Section 11.01
hereof;  (3)as
to any property or assets constituting Collateral that is sold, transferred or
otherwise disposed of by the Company or any of its subsidiaries in a
transaction not prohibited by this Indenture, at the time of such sale,
transfer or disposition; or  102


(4)as
to any property constituting Collateral that is owned by a Guarantor that has
been released from its obligations under its Subsidiary Guarantee in accordance
with Section 4.17 hereof, concurrently with the release of such Guarantee.  (f)Each Holder of a Note, by
accepting such Note, acknowledges that, notwithstanding the provisions set
forth in this Section 12.04, the Company and any Guarantor may, without any
release or consent by the Trustee or the Collateral Agent, perform a number of
activities in the ordinary course in respect of the Collateral to the extent
not restricted or prohibited by the Security Documents and this Indenture,
including, without limitation, (i) selling or otherwise disposing of, in any
transaction or series of related transactions, any property subject to the
Second Priority Liens which has become worn out, defective or obsolete or not
used or useful in the business; (ii) abandoning, terminating, canceling,
releasing or making alternations in or substitutions of any leases or contracts
subject to the Second Priority Liens; (iii) surrendering or modifying any
franchise, license or permit subject to the Second Priority Liens which it may
own or under which it may be operating; (iv) altering, repairing, replacing,
changing the location or position of and adding to its structures, machinery,
systems, equipment, fixtures and appurtenances; (v) granting a license of any
intellectual property; (vi) selling, transferring or otherwise disposing of
inventory in the ordinary course of business; (vii) selling, collecting,
liquidating, factoring or otherwise disposing of accounts receivable in the
ordinary course of business; (viii) making cash payments (including for the
repayment of Indebtedness) from cash that is at any time part of the Collateral
in the ordinary course of business that are not otherwise prohibited by this
Indenture; and (ix) abandoning any property which is no longer used or useful
in the Companys business. The release of any Collateral from the Liens
pursuant to the terms of this Indenture and the Security Documents shall not be
deemed to impair the security under this Indenture in contravention of the
provisions hereof if and to the extent that the Collateral is released pursuant
to the terms of this Section 12.04.  Section 12.05Opinion of Counsel.  So
long as the Security Documents have not been terminated in accordance with the
terms thereof, the Company shall deliver to the Collateral Agent, if and for so
long as such delivery is required by Section 314(b) of the TIA, at least
annually, within 90 days after September 30 of each year (commencing with
September 30, 2007), an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture as is necessary to maintain
the Second Priority Liens, and reciting the details of such action, or
referring to prior Opinions of Counsel when such details were given, or stating
that in the opinion of such counsel, no such action is necessary to maintain
such Second Priority Liens.  Section 12.06Further Assurances.  The
Company and each Guarantor shall (a) furnish to the Collateral Agent (for the
benefit of the Trustee and the Holders) from time to time, at the Companys or
such Guarantors sole cost and expense, statements and schedules further
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Collateral Agent may request, all in such detail as
the Collateral Agent may request; (b) subject to the Intercreditor Agreement,
at any time and from time to time, upon the written request of the Collateral
Agent, and at the sole  103


expense of the Company or such Guarantor, promptly
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, as applicable, any and all such further acts, deeds, conveyances,
security agreements, mortgages, assignments, estoppel certificates, financing
statements and continuations thereof (including, without limitation, any
financing or continuation statements under the Uniform Commercial Code (or
other similar laws) in effect in any jurisdiction with respect to the Second
Priority Liens), termination statements, notices of assignment, transfers,
certificates, assurances and other instruments as may be required from time to
time in order to (i) subject to the Second Priority Liens any of the property
or assets constituting Collateral and (ii) perfect and maintain the validity,
effectiveness, perfection and priority of any of the Second Priority Liens; (c)
subject to the Intercreditor Agreement and without limitation of the foregoing
subsection (b), with respect to any fee interest in real property constituting
Collateral acquired after the Issue Date by the Company or any Guarantor,
promptly (i) execute and deliver a mortgage in favor of the Collateral Agent,
creating a security interest for the benefit of the Trustee and the Holders of
the Notes, covering such real property, and (ii) deliver to the Collateral
Agent title and extended coverage insurance covering such real property in an
amount at least equal to the purchase price of such real property, with local
fixture filings being made in respect of fixtures associated with such real
property as well as a current ALTA survey thereof, together with a surveyors
certificate; and (d) promptly deliver to the Collateral Agent such Opinions of
Counsel, if any, as the Collateral Agent may reasonably require with respect to
this Section 12.06 (including opinions as to validity, enforceability and
perfection of security interests).  Section 12.07Certain TIA
Requirements.  (a)To the extent applicable, and in
addition to any other requirements under this Indenture, the Company will cause
§ 313(b) of the TIA (relating to reports) and § 314(d) of the TIA (relating to
the release of property or securities from the Second Priority Liens or
relating to the substitution for such Liens of any property or securities to be
subjected to the Secured Priority Liens) to be complied with and will furnish
to the Trustee, prior to each proposed release of Collateral pursuant to this
Indenture and the Security Documents, all documents required by § 314(d) of the
TIA and an Opinion of Counsel to the effect that the accompanying documents
constitute all documents required by § 314(d) of the TIA.  (b)Notwithstanding anything to the
contrary in this Section 12.07, the Company will not be required to comply with
all or any portion of § 314(d) of the TIA if the Board of Directors of the
Company determines, in good faith based on advice of counsel, that, under the
terms of § 314(d) of the TIA and/or any interpretation or guidance as to the
meaning thereof of the SEC or its staff, including publicly available no
action letters or exemptive orders, all or any portion of § 314(d) of the TIA
is inapplicable to all or any part of the Collateral or the release, deposit or
substitution thereof.  Section 12.08Suits to Protect the
Collateral.  Subject
to the provisions of the Intercreditor Agreement and the Security Documents,
the Collateral Agent shall have the authority to institute and to maintain such
suits and proceedings as the Collateral Agent may deem reasonably expedient to
prevent any impairment of the Collateral by any acts which may be unlawful or
in violation of any of the  104


Security Documents or this Indenture, and such suits
and proceedings as the Collateral Agent may deem reasonably expedient to
preserve or protect its interests and the interests of the Holders of the Notes
in the Collateral (including suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the Second
Priority Liens or be prejudicial to the interests of the Holders of the Notes).  Section 12.09Purchaser Protected.  In no
event shall any purchaser in good faith or other transferee of any property
purported to be released hereunder be bound to ascertain the authority of the
Collateral Agent to execute the release or to inquire as to the satisfaction of
any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such
purchaser or other transferee; nor shall any purchaser or other transferee of
any property or rights permitted to be sold by this Article Twelve, be under
obligation to ascertain or inquire into the authority of the Company or any
Guarantor, as applicable, to make any such sale or other transfer.  Section 12.10Powers Exercisable by
Receiver or Trustee.  In
case the Collateral shall be in the possession of a receiver or trustee,
lawfully appointed, the powers conferred in this Article 12 upon the Company or
any Guarantor, as applicable, with respect to the release, sale or other
disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent
of any similar instrument of the Company or any Guarantor, as applicable, or of
any officer or officers thereof required by the provisions of this Article 12.  Section 12.11Release of Second
Priority Liens.  In the
event that the Company delivers an Officers Certificate certifying that (a)
its obligations under this Indenture have been defeased or discharged by
complying with the provisions of Article Eight or Section 11.01 or (b) a
Guarantor shall have been released from its obligations under its Subsidiary
Guarantee the Second Priority Liens on all property and assets (including any
Capital Stock) constituting Collateral (in the case of clause (a)) or the
property and assets (including any Capital Stock) constituting Collateral owned
by such Guarantor (in the case of clause (b)) shall be released, and the
Collateral Agent shall (i) at the Companys expense, promptly execute and
deliver such releases, termination statements and other instruments (in
recordable form, where appropriate) as the Company or any Guarantor, as
applicable, may reasonably request to evidence the termination of such Second
Priority Liens and (ii) not be deemed to hold such Second Priority Liens for
the benefit of the Trustee and the Holders of Notes.  105


ARTICLE 13
MISCELLANEOUS  Section 13.01TIA Controls.  If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA Section 318(c), the imposed duties will control.  Section 13.02Notices.  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), fax or
overnight air courier guaranteeing next day delivery, to the others address:  If to
the Company and/or any Guarantor:  Universal
Hospital Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435
Fax No.: (952) 893-3237
Attention: Gary D. Blackford  With a
copy to:  Kirkland
& Ellis LLP
153 East 53rd Street
New York, NY 10022
Fax No.: (212) 446-4900
Attention: Christian O. Nagler, Esq.  If to
the Trustee:  Wells
Fargo Bank, National Association
MAC N9311-110
625 Marquette Avenue
Minneapolis, MN 55479
Fax No.: 612-667-9825
Attention: Universal Hospital Services, Inc. Account Manager  The
Company, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.  All
notices and communications (other than those sent to Holders) will 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 answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.  106


Any
notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication will 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 Holder or any defect in it will not affect
its sufficiency with respect to other Holders.  If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.  If the
Company mails a notice or communication to Holders, it will mail a copy to the
Trustee and each Agent at the same time.  Section 13.03Communication by Holders
of Notes with Other Holders of Notes.  Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Notes. The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).  Section 13.04Certificate and Opinion
as to Conditions Precedent.  Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:  (1)an
Officers Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 13.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and  (2)to
the extent required under TIA Section 314, an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.  Section 13.05Statements 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)) must comply with the provisions of TIA Section 314(e)
and must include:  (1)a
statement that the Person making such certificate or opinion has read such
covenant or condition;  (2)a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;  107


(3)a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and  (4)a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been satisfied.  Section 13.06Rules by Trustee and Agents.  The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.  Section 13.07No 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, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this Indenture,
the Subsidiary Guarantees and the Security Documents or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.  Section 13.08Governing Law.  THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  Section 13.09No Adverse Interpretation
of Other Agreements.  This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.  Section 13.10Successors.  All
agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.  108


Section 13.11Severability.  In
case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.  Section 13.12Counterpart Originals.  The
parties may sign any number of copies of this Indenture. Each signed copy will
be an original, but all of them together represent the same agreement.  Section 13.13Table 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 of this Indenture and will in no way modify or
restrict any of the terms or provisions hereof.  [Signatures on
following page]  109


SIGNATURES  Dated as of May 31, 2007  UHS MERGER SUB, INC.By:
  /s/ Robert JunejaName: Robert JunejaTitle: PresidentWELLS FARGO BANK,
  NATIONAL 
  ASSOCIATION, as TrusteeBy:
  /s/ Lynn M. SteinerName: Lynn M. SteinerTitle: Vice President


EXHIBIT A1(a)  [Face of Rule 144A Global Floating Rate Note]  [Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture]  [Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]  CUSIP/CINS
91359P AC 4  RULE 144A GLOBAL NOTE  Second Lien Senior Secured Floating Rate Notes due
2015  No.
  
  $  UNIVERSAL HOSPITAL
SERVICES, INC.  promises to pay to Cede & Co. or registered assigns,  the principal sum of
                                                                                                                                        
UNITED STATES DOLLARS on June 1, 2015.  Interest Payment Dates: June 1 and December 1, commencing December 1,
2007.  Record Dates: May 15 and November 15.  Dated: May 31, 2007  UNIVERSAL HOSPITAL
  SERVICES, INC.By:Name:Title:   This is one of the Notes referred to
in the within-mentioned Indenture:  WELLS FARGO BANK,NATIONAL ASSOCIATION,
  as TrusteeBy:Authorized
  Signatory   A1(a)-1


[Back of Rule 144A Global Floating Rate Note]  Second Lien Senior Secured Floating Rate Notes due
2015  This
Note is one of a duly authorized issue of Second Lien Senior Secured Floating
Rate Notes due 2015 (the Notes, except with respect to Sections (11) and (12)
below, wherein Notes shall have the meaning assigned thereto in the Indenture
referred to below). Capitalized terms used herein have the meanings assigned to
them in the Indenture unless otherwise indicated.  (1)           Interest. Universal Hospital
Services, Inc., a Delaware corporation (the Company), promises to pay
interest on the principal amount of this Note at a rate of LIBOR plus 3.375%
per annum from June 1, 2007 until maturity and shall pay the Special Interest,
if any, payable pursuant to the Registration Rights Agreement referred to below.
Interest on
the Notes will be reset semi-annually. For each semi-annual
interest period, LIBOR will be determined on the second Business Day prior to
the first day of the interest period (the Interest Determination Date). The
interest rate for such semi-annual period will be equal to the applicable
British Bankers Association LIBOR rate for deposits in U.S. dollars for a
period of six months as reported by any generally recognized financial
information service, including the Moneyline Telerate Service page 3750, as
determined at approximately 11:00 am, London time, on the Interest
Determination Date, provided that, if no such LIBOR rate is available to the
Company, the applicable LIBOR rate for the relevant quarterly interest period
shall instead be the rate at which Merrill Lynch, Pierce, Fenner & Smith
Incorporated or one of its affiliate banks offers to place deposits in U.S.
dollars with first class banks on the London interbank market for a period of
six months at approximately 11:00 am, London time, on the Interest
Determination Date (notice of such rate to be sent to the Trustee by the
Company on the date of determination).  The
Company will pay interest and Special Interest, if any, semi-annually in
arrears on June 1 and December 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Dayunless that Business Day is in the next succeeding calendar month, in
which case the interest payment date will be the immediately preceding Business
Day (each, an Interest Payment Date). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided further that the first Interest Payment Date shall be
December 1, 2007. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Special Interest, if any, (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.  A1(a)-2


(2)           Method of Payment. The Company
will pay interest on the Notes (except defaulted interest) and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on the May 15 or November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
and Special Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Special Interest, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment will be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  (3)           Paying Agent and Registrar. Initially,
Wells Fargo Bank, National Association, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.  (4)           Indenture. The Notes were
issued under an Indenture dated as of May 31, 2007 (the Indenture) between UHS
Merger Sub, Inc. and the Trustee. On and after the date hereof, UHS Merger Sub,
Inc. shall be merged with and into the Company, with the Company continuing as
the surviving corporation and assuming all of the obligations of UHS Merger
Sub, Inc. under the Indenture and the Notes. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (the TIA) (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are senior secured obligations of the Company.  (5)           Optional Redemption.  (a)           At any time prior to June 1, 2009,
the Notes may be redeemed, in whole or in part, at the option of the Company
upon not less than 30 nor more than 60 days prior notice mailed by first-class
mail to each Holders registered address, at a redemption price equal to 100%
of the principal amount of such Notes redeemed plus the relevant Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any,
to, the applicable redemption date, subject to the right of holders of record
on the relevant record date to receive interest due on the relevant Interest
Payment Date.  (b)           At any time prior to June 1, 2009 the
Company may on any one or more occasions redeem up to 40% of the aggregate
principal amount of Notes issued under this  A1(a)-3


Indenture at a redemption
price of 100% of the principal amount thereof, plus the applicable interest
rate per annum on the Notes in effect on the date on which notice of redemption
is given, plus accrued and unpaid interest and Special Interest, if any, to the
redemption date, subject to the right of holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date, with
the net cash proceeds of one or more Equity Offerings; provided that:  (i)            at least 60% of the aggregate
principal amount of Notes originally issued under the Indenture (excluding
Notes held by the Company and its Subsidiaries) remains outstanding immediately
after the occurrence of such redemption; and  (ii)           the redemption occurs within 90 days
of the date of the closing of such Equity Offering.  Any such redemption with the net cash
proceeds of an Equity Offering and related notice may, in the Companys
discretion, be subject to the satisfaction of one or more conditions precedent.  (c)           On or after June 1, 2009, the Company
may redeem all or a part of the Notes upon not less than 30 nor more than 60
days notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest,
if any, thereon, to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1 of the years indicated below, subject
to the rights of Holders of such Notes on the relevant record date to receive
interest on the relevant Interest Payment Date:  Year
  
  Percentage2009
  
  102.000
  %2010
  
  101.000
  %2011 and thereafter
  
  100.000
  %  (6)           Mandatory Redemption.  The
Company will not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.  (7)           Repurchase at the Option of Holder.  (a)           If there is a Change of Control, the
Company will be required to make an offer (a Change of Control Offer) to each
Holder to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess of $2,000) of each Holders Notes in cash at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Special Interest, if any, on the Notes repurchased, to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant Interest Payment Date (the Change of
Control Payment). Within 30 days following any Change of Control, the Company
will mail a notice to each  A1(a)-4


Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.  (b)           If the Company or a Restricted
Subsidiary of the Company consummates any Asset Sales, within five days of each
date on which the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company will commence an offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets (an Asset Sale Offer) pursuant
to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes (including any Additional Notes) and other pari passu Indebtedness that
may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Special Interest thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such other pari passu Indebtedness tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Company
shall select such other pari passu Indebtedness to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase attached to the Notes. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  (8)           Notice of Redemption. Subject
to Section 3.03 of the Indenture, notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, unless
all of the Notes held by a Holder are to be redeemed. On and after the
redemption date, interest and Special Interest, if any, will cease to accrue on
Notes or portions thereof called for redemption.  (9)           Denominations, Transfer, Exchange.
The Notes are in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part. Also, the Company need not exchange or register
the transfer of  A1(a)-5


any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.  (10)         Persons Deemed Owners. The
registered Holder of a Note may be treated as its owner for all purposes. Only
registered Holders will have rights under the Indenture.  (11)         Amendment, Supplement and Waiver.
Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class, and any existing Default or
Event of Default or compliance with any provision of the Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes); provided that (i) if any amendment, waiver or
other modification would by its terms disproportionately and adversely affect
the Floating Rate Notes or the PIK Toggle Notes, such amendment, waiver or
other modification shall also require the consent of the holders of at least a
majority in principal amount of the then outstanding Floating Rate Notes or PIK
Toggle Notes, as the case may be, and (ii) if any amendment, waiver or other
modification would only affect the Floating Rate Notes or PIK Toggle Notes,
only the consent of the holders of at least a majority in principal amount of
the then outstanding Floating Rate Notes or PIK Toggle Notes (and not the
consent of at least a majority of all Notes), as the case may be, shall be
required. Without the consent of any Holder of a Note, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented to (i) cure
any ambiguity, defect or inconsistency, (ii) provide for uncertificated Notes
in addition to or in place of certificated Notes or to alter the provisions of
Article 2 of the Indenture (including the related definitions) in a manner that
does not materially adversely affect any Holder, (iii) provide for the
assumption of the Companys or any Guarantors obligations to Holders of the
Notes and Subsidiary Guarantees in the case of a merger or consolidation or
sale of all or substantially all of the Companys or such Guarantors assets,
as applicable, (iv) make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, (v) comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, (vi) conform the text of the Indenture, the Notes or
the Subsidiary Guarantees to any provision of the Description of the Notes
section of the Companys Offering Memorandum, dated May 22, 2007, relating to
the offering of the Initial Notes, to the extent that such provision in that Description
of the Notes section was intended to be a verbatim recitation of a provision
of the Indenture, the Subsidiary Guarantees or the Notes, (vii) provide for the
Issuance of Additional Notes in accordance with the limitations set forth in
the Indenture, (viii) provide for additional or supplemental Security Documents
or provide for additional Collateral; (ix) provide for the release of
Collateral in accordance with the terms of the Indenture and the Security Documents;
(x) allow any Guarantor to execute a supplemental indenture to the Indenture
and a Guarantee with respect to the Notes or (xi)  A1(a)-6


evidence and provide for
the acceptance and appointment under the Indenture by a successor Trustee.  (12)         Defaults and Remedies. Events of
Default include: (i) default for 30 days in the payment when due of interest
on, or Special Interest with respect to, the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an
offer to purchase) or otherwise, (iii) failure by the Company or any Guarantor
to comply with Section 5.01 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after written notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture or the Notes; (v) default under certain other agreements relating to
Indebtedness of the Company at its stated final maturity or which default
results in the acceleration of such Indebtedness prior to its express maturity;
(vi) certain final judgments for the payment of money that remain undischarged
for a period of 60 days; (vii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary; (viii) except as permitted
by the Indenture, any Subsidiary Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor or any Person acting on its behalf
shall deny or disaffirm its obligations under such Guarantors Subsidiary
Guarantee; and (ix) unless all of the Collateral has been released from the
Second Priority Liens in accordance with the provisions of the Security
Documents, default by the Company or any Guarantor in the performance of the
Security Documents which adversely affects the enforceability, validity,
perfection or priority of the Second Priority Liens on a material portion of
the Collateral granted to the Collateral Agent for the benefit of the Trustee
and the Holders of the Notes, the repudiation or disaffirmation by the Company
or any Guarantor of its material obligations under the Security Documents or
the determination in a judicial proceeding that the Security Documents are
unenforceable or invalid against the Company or any Guarantor party thereto for
any reason with respect to a material portion of the Collateral (which default,
repudiation, disaffirmation or determination is not rescinded, stayed, or
waived by the Persons having such authority pursuant to the Security Documents
or otherwise cured within 30 days after the Company receives written notice
thereof specifying such occurrence from the Trustee or the Holders of at least
25% of the outstanding principal amount of the relevant Notes and demanding
that such default be remedied).  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately (other than an Event of Default
relating to the Security Documents, which may permit a 30-day cure period). Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then  A1(a)-7


outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest or Special Interest on, or the principal
of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.  (13)         Collateral. The obligations of
the Company under the Notes and any Guarantors under their respective
Subsidiary Guarantees are secured by a second priority security interest on all
property and assets of the Company and the Guarantors constituting Collateral.  (14)         Trustee Dealings with Company. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.  (15)         No Recourse Against Others. A
director, officer, employee, incorporator or stockholder of the Company or any
of the Guarantors, as such, will not have any liability for any obligations of
the Company or such Guarantor under the Notes, the Indenture, the Subsidiary
Guarantees and the Security Documents or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.  (16)         Authentication. This Note will
not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent.  (17)         Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  (18)         Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes will have all the rights set forth
in the Registration Rights Agreement dated as of May 31, 2007, between the
Company and the other parties named on the signature pages thereof or, in the
case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, between the Company and the other parties thereto,
relating to rights  A1(a)-8


given by the Company to
the purchasers of any Additional Notes (collectively, the Registration Rights
Agreement).  (19)         CUSIP Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.  The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture, the Registration Rights Agreement and/or the Security
Documents. Requests may be made to:  Universal Hospital
Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435
Attention:  General Counsel  A1(a)-9


Assignment Form  To assign this Note, fill in the form below:  (I) or (we) assign and
  transfer this Note to:(Insert assignees
  legal name)(Insert assignees
  soc. sec. or tax I.D. no.)(Print or type
  assignees name, address and zip code)  and irrevocably appoint                                                                                                                                                
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.  Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Signature
  Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A1(a)-10


Option Of Holder To Elect Purchase  If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:  o  Section 4.10
  o  Section 4.15  If you
want to elect to have only part of the Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:  $Date:Your Signature:(Sign exactly as your name appears 
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A1(a)-11


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*  The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:  Date of 
  Exchange
  
  Amount of 
  decrease in 
  Principal 
  Amount of this 
  Global Note
  
  Amount of
   increase in 
  Principal 
  Amount of this 
  Global Note
  
  Principal 
  Amount of this 
  Global Note 
  following such 
  decrease (or 
  increase)
  
  Signature of 
  Authorized 
  Officer of 
  Trustee or 
  Custodian  
 * This schedule should be included only if the Note is
issued in global form.  A1(a)-12


EXHIBIT
A1(b)  [Face of Rule 144A Global PIK Toggle Note]  [Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture]  [Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]  CUSIP/CINS
91359P AD 2  RULE 144A GLOBAL NOTE  8.50%/9.25% Second Lien Senior Secured PIK Toggle
Notes due 2015  No.
  
  $  UNIVERSAL HOSPITAL
SERVICES, INC.  promises to pay to Cede
& Co. or registered assigns,  the principal sum of                                                                                                              
UNITED STATES DOLLARS on June 1, 2015.  Interest Payment Dates:
June 1 and December 1, commencing December 1, 2007.  Record Dates: May 15 and
November 15.  Dated: May 31, 2007  UNIVERSAL HOSPITAL
  SERVICES, INC.By:Name:Title:   This is one of the Notes referred to
in the within-mentioned Indenture:  WELLS FARGO BANK,NATIONAL ASSOCIATION,
  as TrusteeBy:Authorized Signatory   A1(b)-1


[Back of Rule 144A Global PIK Toggle Note]  8.50%/9.25% Second Lien Senior Secured PIK Toggle
Notes due 2015  This
Note is one of a duly authorized issue of 8.50%/9.25% Second Lien Senior
Secured PIK Toggle Notes due 2015 (the Notes, except with respect to Sections
(11) and (12) below, wherein Notes shall have the meaning assigned thereto in
the Indenture referred to below). Capitalized terms used herein have the
meanings assigned to them in the Indenture unless otherwise indicated.  (1)           Interest. Universal Hospital
Services, Inc., a Delaware corporation (the Company), shall pay interest on
this Note for the initial interest period in cash. For any interest period
thereafter through June 1, 2011, the Company may elect to pay interest on the
Notes, at its option, (a) entirely in cash (Cash Interest), (b) entirely by
increasing the principal amount of this Note or issuing new Notes (Payment-in-Kind
Interest) or (c) 50% Cash Interest and 50% Payment-in-Kind Interest. Cash
Interest will accrue at a rate of 8.50% per annum. Payment-in-Kind Interest
will accrue at a rate of 9.25% per annum. If the Company elects to pay
Payment-in-Kind Interest, the Company shall increase the principal amount of
this Note or issue new Notes (Payment-in-Kind Notes) in an amount equal to
the amount of Payment-in-Kind Interest for the applicable interest period
(rounded up to the nearest whole dollar) to the Holder of this Note on the
relevant record date. This Note will bear interest on the increased principal
amount thereof from and after the applicable interest payment date on which a
payment of Payment-in-Kind Interest is made. The Company shall elect the form
of interest payment with respect to each interest period at least five Business
Days prior to the beginning of the applicable interest period. In the absence
of such an election or proper notification of such election to the Trustee,
interest will be payable in cash. After June 1, 2011, the Company must pay all
interest on the Notes entirely in cash. The Company shall pay interest on this
Note from June 1, 2007 until maturity and shall pay the Special Interest, if
any, payable pursuant to the Registration Rights Agreement referred to below.  The
Company will pay interest and Special Interest, if any, semi-annually in arrears
on June 1 and December 1 of each year, or if any such day is not a Business
Day, on the next succeeding Business Dayunless that
Business Day is in the next succeeding calendar month, in which case the
interest payment date will be the immediately preceding Business Day (each,
an Interest Payment Date). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be December 1, 2007. The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate then in
effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Special Interest, if any, (without regard to any applicable grace
periods)  A1(b)-2


from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  (2)           Method of Payment. The Company
will pay interest on the Notes (except defaulted interest) and Special
Interest, if any, to the Persons who are registered Holders of Notes at the
close of business on the May 15 or November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
and Special Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Special Interest, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment will be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  (3)           Paying Agent and Registrar. Initially,
Wells Fargo Bank, National Association, the Trustee under the Indenture, will
act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.  (4)           Indenture. The Notes were
issued under an Indenture dated as of May 31, 2007 (the Indenture) between
UHS Merger Sub, Inc. and the Trustee. On and after the date hereof, UHS Merger
Sub, Inc. shall be merged with and into the Company, with the Company
continuing as the surviving corporation and assuming all of the obligations of
UHS Merger Sub, Inc. under the Indenture and the Notes. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the TIA) (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such terms.
To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are senior secured obligations of the Company.  (5)           Optional Redemption.  (a)           At any time prior to June 1, 2011,
the Notes may be redeemed, in whole or in part, at the option of the Company
upon not less than 30 nor more than 60 days prior notice mailed by first-class
mail to each Holders registered address, at a redemption price equal to 100%
of the principal amount of such Notes redeemed plus the relevant Applicable
Premium as of, and accrued and unpaid interest and Special Interest, if any,
to, the applicable redemption date, subject to the right of holders of record
on the relevant record date to receive interest due on the relevant Interest
Payment Date.  A1(b)-3


(b)           At any time prior to June 1, 2010,
the Company may on any one or more occasions redeem up to 40% of the aggregate
principal amount of Notes issued under the Indenture at a redemption price of
108.50% of the principal amount, plus accrued and unpaid interest and Special
Interest, if any, to the redemption date, subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date, with the net cash proceeds of one or more Equity
Offerings; provided that:  (i)            at least 60% of the aggregate
principal amount of Notes originally issued under the Indenture (excluding PIK
Toggle Notes held by the Company and its Subsidiaries) remains outstanding
immediately after the occurrence of such redemption; and  (ii)           the redemption occurs within 90 days
of the date of the closing of such Equity Offering.  Any such redemption with the net cash
proceeds of an Equity Offering and related notice may, in the Companys
discretion, be subject to the satisfaction of one or more conditions precedent.  (c)           On or after June 1, 2011, the Company
may redeem all or a part of the Notes upon not less than 30 nor more than 60
days notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Special Interest,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed
during the twelve month period beginning on June 1 of the years indicated
below, subject to the rights of noteholders on the relevant record date to
receive interest on the relevant Interest Payment Date:  Year
  
  Percentage2011
  
  104.250
  %2012
  
  102.125
  %2013 and thereafter
  
  100.000
  %   (6)           Mandatory Redemption.  The
Company will not be required to make mandatory redemption or sinking fund                payments with respect to the
Notes.  (7)           Repurchase at the Option of Holder.  (a)           If there is a Change of Control, the
Company will be required to make an offer (a Change of Control Offer) to each
Holder to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess of $2,000, or if Payment-in-Kind Notes are issued or
Payment-in-Kind Interest is paid, a minimum of $1.00 and an integral multiple
of $1.00 (in each case in aggregate principal amount)) of each Holders Notes
in cash at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Special Interest, if any, on the
Notes repurchased, to the date of purchase, subject to the rights of Holders on
the relevant record date to receive  A1(b)-4


interest due on the
relevant Interest Payment Date (the Change of Control Payment). Within 30
days following any Change of Control, the Company will mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.  (b)           If the Company or a Restricted
Subsidiary of the Company consummates any Asset Sales, within five days of each
date on which the aggregate amount of Excess Proceeds exceeds $20.0 million,
the Company will commence an offer to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets (an Asset Sale Offer) pursuant
to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes (including any Additional Notes) and other pari passu Indebtedness that
may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Special Interest thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such other pari passu Indebtedness tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Company
shall select such other pari passu Indebtedness to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase attached to the Notes. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  (8)           Notice of Redemption. Subject
to Section 3.03 of the Indenture, notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, or, if
Payment-in-Kind Notes are issued or Payment-in-Kind Interest is paid, a minimum
of $1.00 and an integral multiple of $1.00 (in each case in aggregate principal
amount), unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest and Special Interest, if any, will cease to
accrue on Notes or portions thereof called for redemption.  (9)           Denominations, Transfer, Exchange.
The Notes are in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000, or if Payment-in-Kind Notes
are issued or Payment-in-Kind Interest is paid, a minimum of $1.00 and an
integral multiple of $1.00 (in each case in aggregate principal amount). The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among  A1(b)-5


other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.  (10)         Persons Deemed Owners. The
registered Holder of a Note may be treated as its owner for all purposes. Only
registered Holders will have rights under the Indenture.  (11)         Amendment, Supplement and Waiver.
Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class, and any existing Default or
Event of Default or compliance with any provision of the Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes); provided that (i) if any amendment, waiver or
other modification would by its terms disproportionately and adversely affect the
Floating Rate Notes or the PIK Toggle Notes, such amendment, waiver or other
modification shall also require the consent of the holders of at least a
majority in principal amount of the then outstanding Floating Rate Notes or PIK
Toggle Notes, as the case may be, and (ii) if any amendment, waiver or other
modification would only affect the Floating Rate Notes or PIK Toggle Notes,
only the consent of the holders of at least a majority in principal amount of
the then outstanding Floating Rate Notes or PIK Toggle Notes (and not the
consent of at least a majority of all Notes), as the case may be, shall be
required. Without the consent of any Holder of a Note, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented to (i) cure
any ambiguity, defect or inconsistency, (ii) provide for uncertificated Notes
in addition to or in place of certificated Notes or to alter the provisions of
Article 2 of the Indenture (including the related definitions) in a manner that
does not materially adversely affect any Holder, (iii) provide for the
assumption of the Companys or any Guarantors obligations to Holders of the
Notes and Subsidiary Guarantees in the case of a merger or consolidation or
sale of all or substantially all of the Companys or such Guarantors assets,
as applicable, (iv) make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, (v) comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, (vi) conform the text of the Indenture, the Notes or the
Subsidiary Guarantees to any provision of the Description of the Notes
section of the Companys Offering Memorandum, dated May 22, 2007, relating to
the offering of the Initial Notes, to the extent that such provision in that Description
of the Notes section was intended to be a verbatim recitation of a provision
of the Indenture, the Subsidiary Guarantees or the Notes, (vii) provide for the
Issuance of Additional Notes in accordance with the limitations set forth in
the Indenture,  A1(b)-6


(viii) provide for
additional or supplemental Security Documents or provide for additional
Collateral; (ix) provide for the release of Collateral in accordance with the
terms of the Indenture and the Security Documents; (x) allow any Guarantor to
execute a supplemental indenture to the Indenture and a Guarantee with respect
to the Notes or (xi) evidence and provide for the acceptance and appointment
under the Indenture by a successor Trustee.  (12)         Defaults and Remedies. Events of
Default include: (i) default for 30 days in the payment when due of interest
on, or Special Interest with respect to, the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an
offer to purchase) or otherwise, (iii) failure by the Company or any Guarantor
to comply with Section 5.01 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after written notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness
of the Company at its stated final maturity or which default results in the
acceleration of such Indebtedness prior to its express maturity; (vi) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days; (vii) certain events of bankruptcy or insolvency with respect to
the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary; (viii) except as permitted by the
Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to
be unenforceable or invalid or shall cease for any reason to be in full force
and effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantors Subsidiary Guarantee; and (ix)
unless all of the Collateral has been released from the Second Priority Liens
in accordance with the provisions of the Security Documents, default by the
Company or any Guarantor in the performance of the Security Documents which
adversely affects the enforceability, validity, perfection or priority of the
Second Priority Liens on a material portion of the Collateral granted to the
Collateral Agent for the benefit of the Trustee and the Holders of the Notes,
the repudiation or disaffirmation by the Company or any Guarantor of its
material obligations under the Security Documents or the determination in a
judicial proceeding that the Security Documents are unenforceable or invalid
against the Company or any Guarantor party thereto for any reason with respect
to a material portion of the Collateral (which default, repudiation,
disaffirmation or determination is not rescinded, stayed, or waived by the
Persons having such authority pursuant to the Security Documents or otherwise
cured within 30 days after the Company receives written notice thereof
specifying such occurrence from the Trustee or the Holders of at least 25% of
the outstanding principal amount of the relevant Notes and demanding that such
default be remedied).  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately (other than an Event of Default
relating to the Security Documents, which may permit a 30-day cure period). Notwithstanding
the foregoing, in  A1(b)-7


the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest or Special Interest)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
Special Interest on, or the principal of, the Notes. The Company is required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.  (13)         Collateral. The obligations of
the Company under the Notes and any Guarantors under their respective
Subsidiary Guarantees are secured by a second priority security interest on all
property and assets of the Company and the Guarantors constituting Collateral.  (14)         Trustee Dealings with Company. The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.  (15)         No Recourse Against Others. A
director, officer, employee, incorporator or stockholder of the Company or any
of the Guarantors, as such, will not have any liability for any obligations of
the Company or such Guarantor under the Notes, the Indenture, the Subsidiary
Guarantees and the Security Documents or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.  (16)         Authentication. This Note will
not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent.  (17)         Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  (18)         Additional Rights of Holders of
Restricted Global Notes and Restricted Definitive Notes. In addition to the
rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes will have all the rights set forth
in the Registration Rights Agreement dated as of May 31, 2007,  A1(b)-8


between the Company and
the other parties named on the signature pages thereof or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes will have the rights set forth in one or more registration rights
agreements, if any, between the Company and the other parties thereto, relating
to rights given by the Company to the purchasers of any Additional Notes
(collectively, the Registration Rights Agreement).  (19)         CUSIP Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.  The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture, the Registration Rights Agreement and/or the Security
Documents. Requests may be made to:  Universal Hospital
Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435
Attention:  General Counsel  A1(b)-9


Assignment Form  To assign this Note, fill in the form below:  (I) or (we) assign and
  transfer this Note to:(Insert assignees
  legal name)(Insert assignees
  soc. sec. or tax I.D. no.)(Print or type
  assignees name, address and zip code)   and irrevocably appoint                                                                                                                        
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.  Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Signature Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A1(b)-10


Option Of Holder To Elect Purchase  If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:  o  Section 4.10
  o  Section 4.15   If you
want to elect to have only part of the Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:  $Date:Your Signature:(Sign exactly as your name appears 
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A1(b)-11


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*  The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:  Date of 
  Exchange
  
  Amount of 
  decrease in 
  Principal 
  Amount of this 
  Global Note
  
  Amount of 
  increase in 
  Principal 
  Amount of this 
  Global Note
  
  Principal 
  Amount of this 
  Global Note 
  following such 
  decrease (or 
  increase)
  
  Signature of 
  Authorized 
  Officer of 
  Trustee or 
  Custodian
  
 * This schedule should be included only if the Note is
issued in global form.  A1(b)-12


EXHIBIT
A2(a)  [Face of Regulation S Temporary Global Floating Rate
Note]  [Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture]  [Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]  [Insert the Regulation S Temporary Global Note Legend,
if applicable pursuant to the provisions of the Indenture]  CUSIP/CINS
U91489 AD 3  REGULATION S TEMPORARY GLOBAL NOTE  Second Lien Senior Secured Floating Rate Notes due
2015  No.
  
  $  UNIVERSAL HOSPITAL SERVICES, INC.  promises to pay to Cede & Co. or registered
assigns,  the principal sum of                                                                                                         
UNITED STATES DOLLARS on June 1, 2015.  Interest Payment Dates:  June 1 and December 1, commencing on December
1, 2007.  Record Dates: 
May 15 and November 15.  Dated: May 31, 2007  UNIVERSAL HOSPITAL
  SERVICES, INC.By:Name:Title:  This is one of the Notes referred to
in the within-mentioned Indenture:  WELLS FARGO BANK,NATIONAL ASSOCIATION,
  as TrusteeBy:Authorized
  Signatory  A2(a)-1


[Back
of Regulation S Temporary Global Floating Rate Note]  Second
Lien Senior Secured Floating Rate Notes due 2015  This
Note is one of a duly authorized issue of Second Lien Senior Secured Floating
Rate Notes due 2015 (the Notes, except with respect to Sections (11) and (12)
below, wherein Notes shall have the meaning assigned thereto in the Indenture
referred to below). Capitalized terms used herein have the meanings assigned to
them in the Indenture unless otherwise indicated.  (1)Interest. Universal
Hospital Services, Inc., a Delaware corporation (the Company), promises to
pay interest on the principal amount of this Note at a rate of LIBOR plus
3.375% per annum from June 1, 2007 until maturity and shall pay the Special
Interest, if any, payable pursuant to the Registration Rights Agreement referred
to below. Interest on the Notes will be reset semi-annually. For each
semi-annual interest period, LIBOR will be determined on the second Business
Day prior to the first day of the interest period (the Interest Determination
Date). The interest rate for such semi-annual period will be equal to the
applicable British Bankers Association LIBOR rate for deposits in U.S. dollars
for a period of six months as reported by any generally recognized financial
information service, including the Moneyline Telerate Service page 3750, as
determined at approximately 11:00 am, London time, on the Interest
Determination Date, provided that, if no such LIBOR rate is available to the
Company, the applicable LIBOR rate for the relevant quarterly interest period shall
instead be the rate at which Merrill Lynch, Pierce, Fenner & Smith
Incorporated or one of its affiliate banks offers to place deposits in U.S.
dollars with first class banks on the London interbank market for a period of
six months at approximately 11:00 am, London time, on the Interest
Determination Date (notice of such rate to be sent to the Trustee by the
Company on the date of determination).  The
Company will pay interest and Special Interest, if any, semi-annually in
arrears on June 1 and December 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day unless that Business Day is
in the next succeeding calendar month, in which case the interest payment date
will be the immediately preceding Business Day (each, an Interest Payment Date).
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and
if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided further that the
first Interest Payment Date shall be December 1, 2007. The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect to
the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Special Interest, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.  A2(a)-2


Until
this Regulation S Temporary Global Note is exchanged for one or more Regulation
S Permanent Global Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this Regulation S
Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.  (2)Method of Payment.
The Company will pay interest on the Notes (except defaulted interest) and
Special Interest, if any, to the Persons who are registered Holders of Notes at
the close of business on the May 15 or November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
and Special Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Special Interest, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment will be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  (3)Paying Agent and
Registrar. Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.  (4)Indenture. The
Notes were issued under an Indenture dated as of May 31, 2007 (the Indenture)
between UHS Merger Sub, Inc. and the Trustee. On and after the date hereof, UHS
Merger Sub, Inc. shall be merged with and into the Company, with the Company
continuing as the surviving corporation and assuming all of the obligations of
UHS Merger Sub, Inc. under the Indenture and the Notes. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the TIA) (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such terms.
To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are senior secured obligations of the Company.  (5)Optional Redemption.  (a)At
any time prior to June 1, 2009, the Notes may be redeemed, in whole or in part,
at the option of the Company upon not less than 30 nor more than 60 days prior
notice mailed by first-class mail to each Holders registered address, at a
redemption price equal to 100% of the principal amount of such Notes redeemed
plus the relevant  A2(a)-3


Applicable Premium as of,
and accrued and unpaid interest and Special Interest, if any, to, the
applicable redemption date, subject to the right of holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date.  (b)At any time prior to
June 1, 2009 the Company may on any one or more occasions redeem up to 40% of
the aggregate principal amount of Notes issued under this Indenture at a
redemption price of 100% of the principal amount thereof, plus the applicable
interest rate per annum on the Notes in effect on the date on which notice of
redemption is given, plus accrued and unpaid interest and Special Interest, if
any, to the redemption date, subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date, with the net cash proceeds of one or more Equity Offerings; provided
that:  (i)at least 60% of the
aggregate principal amount of Floating Rate Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption; and  (ii)the redemption occurs
within 90 days of the date of the closing of such Equity Offering.  Any such redemption with the net cash proceeds
of an Equity Offering and related notice may, in the Companys discretion, be
subject to the satisfaction of one or more conditions precedent.  (c)On or after June 1,
2009, the Company may redeem all or a part of the Notes upon not less than 30
nor more than 60 days notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, thereon, to the applicable redemption
date, if redeemed during the twelve-month period beginning on June 1 of the
years indicated below, subject to the rights of Holders of such Notes on the
relevant record date to receive interest on the relevant Interest Payment Date:  Year
  
  Percentage2009
  
  102.000
  %2010
  
  101.000
  %2011 and thereafter
  
  100.000
  %  (6)Mandatory Redemption.  The
Company will not be required to make mandatory redemption or sinking fundpayments
with respect to the Notes.  (7)Repurchase At the
Option of Holder.  (a)If there is a Change of
Control, the Company will be required to make an offer (a Change of Control
Offer) to each Holder to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess of $2,000) of each Holders Notes in  A2(a)-4


cash at a purchase price
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Special Interest, if any, on the Notes repurchased, to the date of
purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant Interest Payment Date (the Change of
Control Payment). Within 30 days following any Change of Control, the Company
will mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.  (b)If the Company or a
Restricted Subsidiary of the Company consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds
$20.0 million, the Company will commence an offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets (an Asset Sale
Offer) pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Special Interest thereon, if any, to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such other pari passu Indebtedness tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Company shall
select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders
of Notes that are the subject of an offer to purchase will receive an Asset
Sale Offer from the Company prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled Option of Holder to
Elect Purchase attached to the Notes. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.  (8)Notice of Redemption.
Subject to Section 3.03 of the Indenture, notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, unless
all of the Notes held by a Holder are to be redeemed. On and after the
redemption date, interest and Special Interest, if any, will cease to accrue on
Notes or portions thereof called for redemption.  (9)Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the  A2(a)-5


Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part. Also, the Company need not exchange or register
the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.  This
Regulation S Temporary Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.  (10)Persons Deemed Owners.
The registered Holder of a Note may be treated as its owner for all purposes. Only
registered Holders will have rights under the Indenture.  (11)Amendment, Supplement
and Waiver. Subject to certain exceptions, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class, and any existing
Default or Event of Default or compliance with any provision of the Indenture,
the Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes); provided that (i) if any amendment, waiver or
other modification would by its terms disproportionately and adversely affect
the Floating Rate Notes or the PIK Toggle Notes, such amendment, waiver or
other modification shall also require the consent of the holders of at least a
majority in principal amount of the then outstanding Floating Rate Notes or PIK
Toggle Notes, as the case may be, and (ii) if any amendment, waiver or other
modification would only affect the Floating Rate Notes or PIK Toggle Notes,
only the consent of the holders of at least a majority in principal amount of
the then outstanding Floating Rate Notes or PIK Toggle Notes (and not the
consent of at least a majority of all Notes), as the case may be, shall be
required. Without the consent of any Holder of a Note, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented to (i) cure
any ambiguity, defect or inconsistency, (ii) provide for uncertificated Notes
in addition to or in place of certificated Notes or to alter the provisions of
Article 2 of the Indenture (including the related definitions) in a manner that
does not materially adversely affect any Holder, (iii) provide for the
assumption of the Companys or any Guarantors obligations to Holders of the
Notes and Subsidiary Guarantees in the case of a merger or consolidation or
sale of all or substantially all of the Companys or such Guarantors assets,
as applicable, (iv) make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, (v) comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, (vi) conform the  A2(a)-6


text of the Indenture,
the Notes or the Subsidiary Guarantees to any provision of the Description of
the Notes section of the Companys Offering Memorandum, dated May 22, 2007,
relating to the offering of the Initial Notes, to the extent that such
provision in that Description of the Notes section was intended to be a
verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees
or the Notes, (vii) provide for the Issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, (viii) provide for additional
or supplemental Security Documents or provide for additional Collateral; (ix)
provide for the release of Collateral in accordance with the terms of the
Indenture and the Security Documents; (x) allow any Guarantor to execute a
supplemental indenture to the Indenture and a Guarantee with respect to the
Notes or (xi) evidence and provide for the acceptance and appointment under the
Indenture by a successor Trustee.  (12)Defaults and Remedies.
Events of Default include: (i) default for 30 days in the payment when due of
interest on, or Special Interest with respect to, the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company or any
Guarantor to comply with Section 5.01 of the Indenture; (iv) failure by the
Company or any of its Restricted Subsidiaries for 60 days after written notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class to
observe or perform any other covenant, representation, warranty or other
agreement in the Indenture or the Notes; (v) default under certain other
agreements relating to Indebtedness of the Company at its stated final maturity
or which default results in the acceleration of such Indebtedness prior to its
express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary; (viii) except as
permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor or any Person acting on its behalf
shall deny or disaffirm its obligations under such Guarantors Subsidiary
Guarantee; and (ix) unless all of the Collateral has been released from the
Second Priority Liens in accordance with the provisions of the Security
Documents, default by the Company or any Guarantor in the performance of the
Security Documents which adversely affects the enforceability, validity,
perfection or priority of the Second Priority Liens on a material portion of
the Collateral granted to the Collateral Agent for the benefit of the Trustee
and the Holders of the Notes, the repudiation or disaffirmation by the Company
or any Guarantor of its material obligations under the Security Documents or
the determination in a judicial proceeding that the Security Documents are
unenforceable or invalid against the Company or any Guarantor party thereto for
any reason with respect to a material portion of the Collateral (which default,
repudiation, disaffirmation or determination is not rescinded, stayed, or
waived by the Persons having such authority pursuant to the Security Documents
or otherwise cured within 30 days after the Company receives written notice
thereof specifying such occurrence from the Trustee or the Holders of at  A2(a)-7


least 25% of the
outstanding principal amount of the relevant Notes and demanding that such
default be remedied).  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately (other than an Event of Default relating
to the Security Documents, which may permit a 30-day cure period). Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest or Special Interest on, or the principal
of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.  (13)Collateral. The
obligations of the Company under the Notes and any Guarantors under their
respective Subsidiary Guarantees are secured by a second priority security
interest on all property and assets of the Company and the Guarantors
constituting Collateral.  (14)Trustee Dealings With
Company. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.  (15)No Recourse Against
Others. A director, officer, employee, incorporator or stockholder of the
Company or any of the Guarantors, as such, will not have any liability for any
obligations of the Company or such Guarantor under the Notes, the Indenture,
the Subsidiary Guarantees and the Security Documents or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.  (16)Authentication. This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  (17)Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants  A2(a)-8


by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  (18)Additional Rights of
Holders. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of this Regulation S Temporary Global Note will have all the
rights set forth in the Registration Rights Agreement dated as of May 31, 2007,
between the Company and the other parties named on the signature pages thereof
or, in the case of Additional Notes, Holders thereof will have the rights set
forth in one or more registration rights agreements, if any, between the Company
and the other parties thereto, relating to rights given by the Company to the
purchasers of any Additional Notes (collectively, the Registration Rights
Agreement).  (19)CUSIP Numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.  The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture, the Registration Rights Agreement and/or the Security
Documents. Requests may be made to:  Universal
Hospital Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435
Attention: General Counsel  A2(a)-9


Assignment Form  To
assign this Note, fill in the form below:  (I) or (we) assign and
  transfer this Note to:(Insert
  assignees legal name)(Insert
  assignees soc. sec. or tax I.D. no.)(Print or type
  assignees name, address and zip code)and irrevocably appoint                                                                                                to
  transfer this Note on the books of the Company. The agent may substitute
  another to act for him.  Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A2(a)-10


Option of Holder to Elect Purchase  If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:  o  Section 4.10
  o  Section 4.15  If you
want to elect to have only part of the Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:  $Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).  A2(a)-11


SCHEDULE OF EXCHANGES OF REGULATION S
TEMPORARY GLOBAL NOTE  The
following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Global Note, or exchanges in part of another Restricted
Global Note for an interest in this Regulation S Temporary Global Note, have
been made:  Date of Exchange
  
  Amount of
  decrease in
  Principal
  Amount of this 
  Global Note
  
  Amount of
  increase in
  Principal
  Amount of this 
  Global Note
  
  Principal
  Amount of this 
  Global Note
  following such 
  decrease (or
  increase)
  
  Signature of
  Authorized
  Officer of
  Trustee or
  Custodian  A2(a)-12


EXHIBIT
A2(b)  [Face of Regulation S Temporary Global PIK Toggle
Note]  [Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture]  [Insert the Private Placement Legend, if applicable pursuant
to the provisions of the Indenture]  [Insert the Regulation S Temporary Global Note Legend,
if applicable pursuant to the provisions of the Indenture]  CUSIP/CINS
U91489 AE 1  REGULATION S TEMPORARY GLOBAL NOTE  8.50%/9.25% Second Lien Senior Secured PIK Toggle
Notes due 2015  No.
  
  $  UNIVERSAL HOSPITAL SERVICES, INC.  promises to pay to Cede & Co. or registered
assigns,  the principal sum of                                                                                                       
UNITED STATES DOLLARS on June 1, 2015.  Interest Payment Dates:  June 1 and December 1, commencing on December
1, 2007.  Record Dates: 
May 15 and November 15.  Dated: May 31, 2007  UNIVERSAL HOSPITAL
  SERVICES, INC.By:Name:Title:  This is one of the Notes referred to
in the within-mentioned Indenture:  WELLS FARGO BANK,NATIONAL ASSOCIATION,
  as TrusteeBy:Authorized Signatory  A2(b)-1


[Back
of Regulation S Temporary Global PIK Toggle Note]  8.50%/9.25%
Second Lien Senior Secured PIK Toggle Notes due 2015  This
Note is one of a duly authorized issue of 8.50%/9.25% Second Lien Senior
Secured PIK Toggle Notes due 2015 (the Notes, except with respect to Sections
(11) and (12) below, wherein Notes shall have the meaning assigned thereto in
the Indenture referred to below). Capitalized terms used herein have the
meanings assigned to them in the Indenture unless otherwise indicated.  (1)Interest. Universal
Hospital Services, Inc., a Delaware corporation (the Company), shall pay
interest on this Note for the initial interest period in cash. For any interest
period thereafter through June 1, 2011, the Company may elect to pay interest
on the Notes, at its option, (a) entirely in cash (Cash Interest), (b)
entirely by increasing the principal amount of this Note or issuing new Notes (Payment-in-Kind
Interest) or (c) 50% Cash Interest and 50% Payment-in-Kind Interest. Cash
Interest will accrue at a rate of 8.50% per annum. Payment-in-Kind Interest
will accrue at a rate of 9.25% per annum. If the Company elects to pay
Payment-in-Kind Interest, the Company shall increase the principal amount of
this Note or issue new Notes (Payment-in-Kind Notes) in an amount equal to
the amount of Payment-in-Kind Interest for the applicable interest period
(rounded up to the nearest whole dollar) to the Holder of this Note on the
relevant record date. This Note will bear interest on the increased principal
amount thereof from and after the applicable interest payment date on which a
payment of Payment-in-Kind Interest is made. The Company shall elect the form
of interest payment with respect to each interest period at least five Business
Days prior to the beginning of the applicable interest period. In the absence
of such an election or proper notification of such election to the Trustee,
interest will be payable in cash. After June 1, 2011, the Company must pay all
interest on the Notes entirely in cash. The Company shall pay interest on this
Note from June 1, 2007 until maturity and shall pay the Special Interest, if
any, payable pursuant to the Registration Rights Agreement referred to below.  The
Company will pay interest and Special Interest, if any, semi-annually in arrears
on June 1 and December 1 of each year, or if any such day is not a Business
Day, on the next succeeding Business Dayunless that
Business Day is in the next succeeding calendar month, in which case the
interest payment date will be the immediately preceding Business Day (each,
an Interest Payment Date). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be December 1, 2007. The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at a rate that is 1% per annum in excess of the rate then in
effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Special Interest, if any, (without regard to any applicable grace
periods)  A2(b)-2


from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  Until
this Regulation S Temporary Global Note is exchanged for one or more Regulation
S Permanent Global Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this Regulation S
Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.  (2)Method of Payment.
The Company will pay interest on the Notes (except defaulted interest) and
Special Interest, if any, to the Persons who are registered Holders of Notes at
the close of business on the May 15 or November 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Special Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
and Special Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Special Interest, if any, on, all Global
Notes and all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent. Such payment will be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.  (3)Paying Agent and
Registrar. Initially, Wells Fargo Bank, National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.  (4)Indenture. The
Notes were issued under an Indenture dated as of May 31, 2007 (the Indenture)
between UHS Merger Sub, Inc. and the Trustee. On and after the date hereof, UHS
Merger Sub, Inc. shall be merged with and into the Company, with the Company
continuing as the surviving corporation and assuming all of the obligations of
UHS Merger Sub, Inc. under the Indenture and the Notes. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the TIA) (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such terms.
To the extent any provision of this Note conflicts with the express provisions
of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are senior secured obligations of the Company.  A2(b)-3


(5)Optional Redemption.  (a)At any time prior to
June 1, 2011, the Notes may be redeemed, in whole or in part, at the option of
the Company upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holders registered address, at a redemption price
equal to 100% of the principal amount of such Notes redeemed plus the relevant
Applicable Premium as of, and accrued and unpaid interest and Special Interest,
if any, to, the applicable redemption date, subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date.  (b)At any time prior to
June 1, 2010, the Company may on any one or more occasions redeem up to 40% of
the aggregate principal amount of Notes issued under the Indenture at a
redemption price of 108.50% of the principal amount, plus accrued and unpaid
interest and Special Interest, if any, to the redemption date, subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date, with the net cash proceeds of one or
more Equity Offerings; provided that:  (i)at least 60% of the
aggregate principal amount of Notes originally issued under the Indenture
(excluding Notes held by the Company and its Subsidiaries) remains outstanding
immediately after the occurrence of such redemption; and  (ii)the redemption occurs
within 90 days of the date of the closing of such Equity Offering.  Any such redemption with the net cash
proceeds of an Equity Offering and related notice may, in the Companys
discretion, be subject to the satisfaction of one or more conditions precedent.  (c)On or after June 1,
2011, the Company may redeem all or a part of the Notes upon not less than 30
nor more than 60 days notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, on the Notes redeemed, to the applicable
redemption date, if redeemed during the twelve month period beginning on June 1
of the years indicated below, subject to the rights of noteholders on the
relevant record date to receive interest on the relevant Interest Payment Date:  Year
  
  Percentage2009
  
  104.250
  %2010
  
  102.125
  %2011 and
  thereafter
  
  100.000
  %  (6)Mandatory Redemption.  The
Company will not be required to make mandatory redemption or sinking fundpayments
with respect to the Notes.  A2(b)-4


(7)Repurchase At the
Option of Holder.  (a)If there is a Change of
Control, the Company will be required to make an offer (a Change of Control
Offer) to each Holder to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess of $2,000, or if Payment-in-Kind Notes
are issued or Payment-in-Kind Interest is paid, a minimum of $1.00 and an
integral multiple of $1.00 (in each case in aggregate principal amount)) of
each Holders Notes in cash at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Special Interest,
if any, on the Notes repurchased, to the date of purchase, subject to the
rights of Holders on the relevant record date to receive interest due on the
relevant Interest Payment Date (the Change of Control Payment). Within 30
days following any Change of Control, the Company will mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.  (b)If the Company or a
Restricted Subsidiary of the Company consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds
$20.0 million, the Company will commence an offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets (an Asset Sale
Offer) pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Special Interest thereon, if any, to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and such other pari passu Indebtedness tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
such other pari passu Indebtedness surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Company
shall select such other pari passu Indebtedness to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase attached to the Notes. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  (8)Notice of Redemption.
Subject to Section 3.03 of the Indenture, notice of redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, or, if
Payment-in-Kind Notes are issued or Payment-in-Kind Interest is paid, a minimum
of $1.00 and an integral multiple  A2(b)-5


of $1.00 (in each case in
aggregate principal amount), unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date, interest and Special Interest, if
any, will cease to accrue on Notes or portions thereof called for redemption.  (9)Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000,
or if Payment-in-Kind Notes are issued or Payment-in-Kind Interest is paid, a
minimum of $1.00 and an integral multiple of $1.00 (in each case in aggregate
principal amount). The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.  This
Regulation S Temporary Global Note is exchangeable in whole or in part for one
or more Global Notes only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.  (10)Persons Deemed Owners.
The registered Holder of a Note may be treated as its owner for all purposes. Only
registered Holders will have rights under the Indenture.  (11)Amendment, Supplement
and Waiver. Subject to certain exceptions, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes and Additional Notes, if any, voting as a single class, and any existing
Default or Event of Default or compliance with any provision of the Indenture,
the Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes); provided that (i) if any amendment, waiver or
other modification would by its terms disproportionately and adversely affect
the Floating Rate Notes or the PIK Toggle Notes, such amendment, waiver or
other modification shall also require the consent of the holders of at least a
majority in principal amount of the then outstanding Floating Rate Notes or PIK
Toggle Notes, as the case may be, and (ii) if any amendment, waiver or other
modification would only affect the Floating Rate Notes or PIK Toggle Notes,
only the consent of the holders of at least a majority in principal amount of
the then outstanding Floating Rate Notes or PIK Toggle Notes (and not the
consent of at least a majority of all Notes), as the case may be, shall be
required. Without the consent of any Holder of a Note, the Indenture,  A2(b)-6


the Subsidiary Guarantees
or the Notes may be amended or supplemented to (i) cure any ambiguity, defect
or inconsistency, (ii) provide for uncertificated Notes in addition to or in
place of certificated Notes or to alter the provisions of Article 2 of the
Indenture (including the related definitions) in a manner that does not
materially adversely affect any Holder, (iii) provide for the assumption of the
Companys or any Guarantors obligations to Holders of the Notes and Subsidiary
Guarantees in the case of a merger or consolidation or sale of all or
substantially all of the Companys or such Guarantors assets, as applicable,
(iv) make any change that would provide any additional rights or benefits to
the Holders of the Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder, (v) comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
TIA, (vi) conform the text of the Indenture, the Notes or the Subsidiary
Guarantees to any provision of the Description of the Notes section of the
Companys Offering Memorandum, dated May 22, 2007, relating to the offering of
the Initial Notes, to the extent that such provision in that Description of
the Notes section was intended to be a verbatim recitation of a provision of
the Indenture, the Subsidiary Guarantees or the Notes, (vii) provide for the
Issuance of Additional Notes in accordance with the limitations set forth in
the Indenture, (viii) provide for additional or supplemental Security Documents
or provide for additional Collateral; (ix) provide for the release of
Collateral in accordance with the terms of the Indenture and the Security
Documents; (x) allow any Guarantor to execute a supplemental indenture to the
Indenture and a Guarantee with respect to the Notes or (xi) evidence and
provide for the acceptance and appointment under the Indenture by a successor
Trustee.  (12)Defaults and Remedies.
Events of Default include: (i) default for 30 days in the payment when due of
interest on, or Special Interest with respect to, the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (including in connection
with an offer to purchase) or otherwise, (iii) failure by the Company or any
Guarantor to comply with Section 5.01 of the Indenture; (iv) failure by the
Company or any of its Restricted Subsidiaries for 60 days after written notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class to
observe or perform any other covenant, representation, warranty or other
agreement in the Indenture or the Notes; (v) default under certain other
agreements relating to Indebtedness of the Company at its stated final maturity
or which default results in the acceleration of such Indebtedness prior to its
express maturity; (vi) certain final judgments for the payment of money that
remain undischarged for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary; (viii) except as
permitted by the Indenture, any Subsidiary Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantors
Subsidiary Guarantee; and (ix) unless all of the Collateral has been released
from the Second Priority Liens in accordance with the provisions of the
Security Documents, default by the Company or any Guarantor in the performance
of the Security Documents which adversely affects the enforceability,  A2(b)-7


validity, perfection or
priority of the Second Priority Liens on a material portion of the Collateral
granted to the Collateral Agent for the benefit of the Trustee and the Holders
of the Notes, the repudiation or disaffirmation by the Company or any Guarantor
of its material obligations under the Security Documents or the determination
in a judicial proceeding that the Security Documents are unenforceable or
invalid against the Company or any Guarantor party thereto for any reason with
respect to a material portion of the Collateral (which default, repudiation,
disaffirmation or determination is not rescinded, stayed, or waived by the
Persons having such authority pursuant to the Security Documents or otherwise
cured within 30 days after the Company receives written notice thereof specifying
such occurrence from the Trustee or the Holders of at least 25% of the
outstanding principal amount of the relevant Notes and demanding that such
default be remedied).  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately (other than an Event of Default
relating to the Security Documents, which may permit a 30-day cure period). Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest or Special Interest on, or the principal
of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.  (13)Collateral. The
obligations of the Company under the Notes and any Guarantors under their
respective Subsidiary Guarantees are secured by a second priority security
interest on all property and assets of the Company and the Guarantors
constituting Collateral.  (14)Trustee Dealings With
Company. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.  (15)No Recourse Against
Others. A director, officer, employee, incorporator or stockholder of the
Company or any of the Guarantors, as such, will not have any liability for any
obligations of the Company or such Guarantor under the Notes, the  A2(b)-8


Indenture, the Subsidiary
Guarantees and the Security Documents or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.  (16)Authentication. This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  (17)Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  (18)Additional Rights of
Holders. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of this Regulation S Temporary Global Note will have all the
rights set forth in the Registration Rights Agreement dated as of May 31, 2007,
between the Company and the other parties named on the signature pages thereof
or, in the case of Additional Notes, Holders thereof will have the rights set
forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of any Additional Notes (collectively, the Registration
Rights Agreement).  (19)CUSIP Numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.  The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture, the Registration Rights Agreement and/or the Security
Documents. Requests may be made to:  Universal
Hospital Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435
Attention: General Counsel  A2(b)-9


Assignment Form  To
assign this Note, fill in the form below:  (I) or (we) assign and
  transfer this Note to:(Insert assignees
  legal name)(Insert
  assignees soc. sec. or tax I.D. no.)(Print or type
  assignees name, address and zip code)  and irrevocably appoint                                                                                                          
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.  Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A2(b)-10


Option of Holder to Elect Purchase  If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:  o
  Section 4.10
  o
  Section 4.15  If you
want to elect to have only part of the Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
have purchased:  $Date:Your Signature:(Sign exactly as your name appears
  on the face of this Note)Tax
  Identification No.:Signature Guarantee*:  
 *  Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).  A2(b)-11


SCHEDULE OF EXCHANGES OF REGULATION S
TEMPORARY GLOBAL NOTE  The
following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Global Note, or exchanges in part of another Restricted
Global Note for an interest in this Regulation S Temporary Global Note, have
been made:  Date of Exchange
  
  Amount of
  decrease in
  Principal
  Amount of this 
  Global Note
  
  Amount of
  increase in
  Principal
  Amount of this 
  Global Note
  
  Principal
  Amount of this 
  Global Note
  following such 
  decrease (or
  increase)
  
  Signature of
  Authorized
  Officer of
  Trustee or
  Custodian  A2(b)-12


EXHIBIT
B  FORM OF CERTIFICATE OF TRANSFER  Universal Hospital Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435  Wells Fargo Bank, National Association
MAC N9311-110
625 Marquette Avenue
Minneapolis, MN 55479  Re:[Second Lien Senior
Secured Floating Rate Notes due 2015][8.50%/9.25%
Second Lien Senior Secured PIK Toggle Notes due 2015]  Reference
is hereby made to the Indenture, dated as of May 31, 2007 (the Indenture),
between UHS Merger Sub, Inc., as issuer, which shall be merged with and into
Universal Hospital Services, Inc. as the surviving corporation (the Company)
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.  ,
(the Transferor) owns and proposes to transfer the Note[s] or interest in
such Note[s] specified in Annex A hereto, in the principal amount of $                     
in such Note[s] or interests (the Transfer), to                            
(the Transferee), as further specified in Annex A hereto. In connection with
the Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1.[  ] Check if Transferee will take delivery of a
beneficial interest in the 144A Global Note or a Restricted Definitive Note
pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance
with Rule 144A under the Securities Act of 1933, as amended (the Securities
Act), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that
the Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a qualified institutional buyer within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, and such
Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the 144A Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.  2.[  ] Check if Transferee will take delivery of a
beneficial interest in the Regulation S Temporary Global Note, the Regulation S
Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in  B-1


accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.  3.[  ] Check and complete if Transferee will take
delivery of a beneficial interest in a Restricted Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):  (a)[  ] such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;  or  (b)[  ] such Transfer is being effected to the
Company or a subsidiary thereof;  or  (c)[  ] such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act.  4.[  ] Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.  (a)[  ] Check if Transfer is pursuant to Rule 144. (i)
The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in  B-2


order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.  (b)[  ] Check if Transfer is Pursuant to Regulation
S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.  (c)[  ] Check if Transfer is Pursuant to Other
Exemption. (i) The Transfer is being effected pursuant to and in compliance
with an exemption from the registration requirements of the Securities Act other
than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.  This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.  [Insert Name of
  Transferor]By:Name:Title:Dated:  B-3


ANNEX A TO CERTIFICATE OF TRANSFER  1.The
Transferor owns and proposes to transfer the following:  [CHECK ONE OF (a) OR (b)]  (a)[  ] a beneficial interest in the:  (i)[  ] 144A Global Note (CUSIP                      ),
or  (ii)[  ] Regulation S Global Note (CUSIP                      );
or  (b)[  ] a Restricted Definitive Note.  2.After
the Transfer the Transferee will hold:  [CHECK ONE]  (a)[  ] a beneficial interest in the:  (i)[  ] 144A Global Note (CUSIP                      ),
or  (ii)[  ] Regulation S Global Note (CUSIP                      ),
or  [(iii)[  ] Unrestricted Global Note (CUSIP                      );
or]  (b)[  ] a Restricted Definitive Note; or  (c)[  ] an Unrestricted Definitive Note,  in
accordance with the terms of the Indenture.  B-4


EXHIBIT
C  FORM OF CERTIFICATE OF EXCHANGE  Universal Hospital Services, Inc.
7700 France Avenue South, Suite 275
Edina, MN 55435  Wells Fargo Bank, National Association
MAC N9311-110
625 Marquette Avenue
Minneapolis, MN 55479  Re:[Second Lien Senior
Secured Floating Rate Notes due 2015][8.50%/9.25%
Second Lien Senior Secured PIK Toggle Notes due 2015]  ([Floating Rate Notes]CUSIP [144A Global
Note91359P AC 4][Regulation S Global Note
U91489 AD 3])
([PIK Toggle Notes]CUSIP [144A Global Note91359P
AD 2][Regulation S Global Note U91489 AE 1])  Reference
is hereby made to the Indenture, dated as of May 31, 2007 (the Indenture),
between UHS Merger Sub, Inc., as issuer, which shall be merged with and into
Universal Hospital Services, Inc. as the surviving corporation (the Company)
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.  ,
(the Owner) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $                               
in such Note[s] or interests (the Exchange). In connection with the Exchange,
the Owner hereby certifies that:  1.Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted
Global Note  (a)[  ] Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted
Global Note. In connection with the Exchange of the Owners beneficial interest
in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owners own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
Securities Act of 1933, as amended (the Securities Act), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.  C-1


(b)[  ] Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Definitive Note. In
connection with the Exchange of the Owners beneficial interest in a Restricted
Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i)
the Definitive Note is being acquired for the Owners own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.  (c)[  ] Check if Exchange is from Restricted
Definitive Note to beneficial interest in an Unrestricted Global Note. In
connection with the Owners Exchange of a Restricted Definitive Note for a
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owners own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.  (d)[  ] Check if Exchange is from Restricted
Definitive Note to Unrestricted Definitive Note. In connection with the Owners
Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note,
the Owner hereby certifies (i) the Unrestricted Definitive Note is being
acquired for the Owners own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Unrestricted Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.  2.Exchange of
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes  (a)[  ] Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive Note. In
connection with the Exchange of the Owners beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owners own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.  (b)[  ] Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted Global Note. In
connection with the Exchange of the Owners Restricted  C-2


Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owners own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.  This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.  [Insert Name of
  Transferor]By:Name:Title:Dated:  C-3


EXHIBIT
D  [FORM OF NOTATION OF GUARANTEE]  For
value received, each Guarantor (which term includes any successor Person under
the Indenture) has, jointly and severally, unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the
Indenture dated as of May 31, 2007 (the Indenture) between UHS Merger Sub,
Inc., which shall be merged with and into Universal Hospital Services, Inc. as
the surviving corporation (the Company) and Wells Fargo Bank, National
Association, as trustee (the Trustee), (a) the due and punctual payment of
the principal of, premium and Special Interest, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Subsidiary Guarantee.  Capitalized
terms used but not defined herein have the meanings given to them in the
Indenture.  The
validity and enforceability of this Notation of Guarantee shall not be affected
by the fact that it is not affixed to any particular Note.  THIS
NOTATION OF GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor
hereby agrees to submit to the jurisdiction of the courts of the State of New
York in any action or proceeding arising out of or relating to this Notation of
Guarantee and its Subsidiary Guarantee.  The
Subsidiary Guarantees are subject to release upon the terms set forth in
Article 10 of the Indenture.  [Name of
  Guarantor(s)]By:Name:Title:  D-1


EXHIBIT
E  [FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]  Supplemental
Indenture (this Supplemental Indenture), dated as of                ,
20  , among           
(the Guaranteeing Subsidiary), a subsidiary of Universal Hospital Services,
Inc. (or its permitted successor), a Delaware corporation (the Company), the
Company, the other Guarantors (as defined in the Indenture referred to herein)
and Wells Fargo Bank, National Association, as trustee under the Indenture
referred to below (the Trustee).  W I T N E S S E T H  WHEREAS,
UHS Merger Sub, Inc. (the Issuer) has heretofore executed and delivered to
the Trustee an indenture (the Indenture), dated as of May 31, 2007, providing
for the issuance of Second Lien Senior Secured Floating Rate Notes due 2015 and
8.50%/9.25% Second Lien Senior Secured PIK Toggle Notes due 2015 (collectively,
the Notes);  WHEREAS,
the Company has heretofore executed and delivered to the Trustee a supplemental
indenture, dated as of May 31, 2007, pursuant to which it expressly assumed the
Issuers Obligations under the Indenture and the Notes;  WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Companys Obligations under the Notes and the Indenture on the terms
and conditions set forth herein (the Subsidiary Guarantee); and  WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.  NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:  1.Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.  2.Agreement to
Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in
the Subsidiary Guarantee and in the Indenture including but not limited to
Article 10 thereof.  3.No Recourse
Against Others. A director, officer, employee, incorporator or stockholder
of the Company or any of the Guarantors, as such, will not have any liability
for any obligations of the Company or such Guarantor under the Notes, the
Indenture, the Subsidiary Guarantees and the Security Documents or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such  E-1


liability. The waiver and release are part of the
consideration for the issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.  4.NEW YORK LAW TO
GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  6.Counterparts. The
parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.  7.Effect of Headings.
The Section headings herein are for convenience only and shall not affect the
construction hereof.  8.The Trustee. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.  E-2


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above written.  Dated:                      ,
20  [Guaranteeing
  Subsidiary]By:Name:Title:UNIVERSAL HOSPITAL
  SERVICES, INC.By:Name:Title:[Existing Guarantors]By:Name:Title:WELLS FARGO BANK,
  NATIONAL
  ASSOCIATION, as TrusteeBy:Authorized Signatory  E-3