10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2003 or
[  ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                                  to

Commission File Number 0-23639

PROVINCE HEALTHCARE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	62-1710772
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
105 Westwood Place
Suite 400
Brentwood, Tennessee	37027
(Address of Principal Executive Offices)	(Zip Code)

(615) 370-1377
(Registrant’s Telephone Number, Including Area Code)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes [X] No [  ]

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class
Common Stock, $.01 par value Outstanding at August 1, 2003
48,726,785 shares

TABLE OF CONTENTS

	ITEM 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS ENDED
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
	ITEM 4. Submission of Matters to a Vote of Security Holders
	ITEM 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-4.1 SUBORDINATED INDENTURE 05/27/03
EX-4.2 FIRST SUPPLEMENTAL INDENTURE 05/27/03
EX-10.1 THIRD AMENDMENT CREDIT AGREEMENT 05/27/03
EX-10.2 FOURTH AMENDMENT CREDIT AGREEMENT 06/30/03
EX-31.1 SECTION 302 CERTIFICATION
EX-31.2 SECTION 302 CERTIFICATION
EX-32.1 SECTION 906 CERTFICATIONS

	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets June 30, 2003 and December 31, 2002	1
	Condensed Consolidated Statements of Income Three Months Ended June 30, 2003 and 2002	2
	Condensed Consolidated Statements of Income Six Months Ended June 30, 2003 and 2002	3
	Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2003 and 2002	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
	PART II OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders	25
Item 6.	Exhibits and Reports on Form 8-K	25
Signatures		28
Certifications		29

ITEM 1. FINANCIAL STATEMENTS

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)

			June 30,			December 31,
			2003			2002
			(Unaudited)			(Note 1)
ASSETS
Current assets:
	Cash and cash equivalents		$	19,053		$	14,417
	Accounts receivable, less allowance for doubtful accounts of $59,773 in 2003 and $68,158 in 2002			117,972			117,431
	Inventories			19,371			19,835
	Prepaid expenses and other			17,737			14,071
				174,133			165,754
Property and equipment, net				460,097			447,379
Goodwill				318,014			319,390
Unallocated purchase price				3,153			466
Other assets				45,956			38,722
			$	1,001,353		$	971,711
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	23,866		$	20,162
	Accrued salaries and benefits			26,718			25,380
	Accrued expenses			15,492			13,198
	Current portion of long-term debt			1,831			1,668
				67,907			60,408
Long-term debt, less current portion				456,659			461,576
Other liabilities				40,324			33,913
Minority interests				2,709			2,612
Stockholders’ equity:
	Preferred stock - $0.01 par value, 100,000 shares authorized, none issued and outstanding			—			—
	Common stock - $0.01 par value; 150,000,000 shares authorized at June 30, 2003 and December 31, 2002, issued and outstanding 48,725,504 shares and 48,581,549 shares at June 30, 2003 and December 31, 2002, respectively			487			486
	Additional paid-in-capital			305,336			304,102
	Retained earnings			129,080			109,567
	Accumulated other comprehensive loss			(1,149	)		(953	)
		Total stockholders’ equity		433,754			413,202
			$	1,001,353		$	971,711

See accompanying notes

1

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)

				Three Months Ended June 30,
				2003		2002
Revenue:
	Net patient service revenue			$	189,649	$	168,234
	Other				6,164		5,766
			Net operating revenue		195,813		174,000
Expenses:
	Salaries, wages and benefits				74,939		67,476
	Purchased services				18,878		18,209
	Supplies				23,859		20,465
	Provision for doubtful accounts				17,789		12,753
	Other operating expenses				25,007		20,304
	Rentals and leases				2,423		2,200
	Depreciation and amortization				9,499		8,752
	Interest expense				6,759		5,545
	Minority interests				82		(3	)
	Loss on sale of assets				—		48
	Loss on early extinguishments of debt				477		—
			Total expenses		179,712		155,749
Income before provision for income taxes					16,101		18,251
Income taxes					6,440		7,300
Net income				$	9,661	$	10,951
Net income per common share (Note 7):
		Basic		$	0.20	$	0.23
		Diluted		$	0.20	$	0.22

See accompanying notes

2

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)

				Six Months Ended June 30,
				2003		2002
Revenue:
	Net patient service revenue			$	377,208	$	328,014
	Other				13,005		11,587
			Net operating revenue		390,213		339,601
Expenses:
	Salaries, wages and benefits				150,269		129,628
	Purchased services				36,662		35,300
	Supplies				48,606		40,210
	Provision for doubtful accounts				34,982		27,491
	Other operating expenses				50,294		38,700
	Rentals and leases				4,856		4,352
	Depreciation and amortization				18,777		16,333
	Interest expense				12,619		9,740
	Minority interests				149		56
	Loss on sale of assets				2		53
	Loss on early extinguishments of debt				477		—
			Total expenses		357,693		301,863
Income before provision for income taxes					32,520		37,738
Income taxes					13,008		15,095
Net income				$	19,512	$	22,643
Net income per common share (Note 7):
		Basic		$	0.40	$	0.47
		Diluted		$	0.40	$	0.45

See accompanying notes

3

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

					Six Months Ended June 30,
					2003			2002
Cash flows from operating activities:
	Net income				$	19,512		$	22,643
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization			18,777			16,333
			Deferred income taxes			3,155			113
			Provision for professional liability			3,383			3,596
			Loss on early extinguishment of debt			477			—
			Loss of sale of assets			2			53
			Changes in operating assets and liabilities, net of effects from acquisitions and disposals:
				Accounts receivable		474			(2,015	)
				Inventories		397			(1,505	)
				Prepaid expenses and other		(2,652	)		6,069
				Accounts payable and accrued expenses		5,998			4,820
				Accrued salaries and benefits		1,338			1,738
		Other				4,359			789
	Net cash provided by operating activities					55,220			52,634
Cash flows from investing activities:
	Purchase of property and equipment					(30,854	)		(25,788	)
	Escrow deposit on potential investment					(3,798	)		—
	Purchase of hospitals and healthcare entities					(3,153	)		(172,028	)
	Net cash used in investing activities					(37,805	)		(197,816	)
Cash flows from financing activities:
	Proceeds from long-term debt					194,212			134,328
	Repayments of debts					(208,226	)		(15,192	)
	Issuance of common stock					1,235			9,715
	Net cash (used in) provided by financing activities					(12,779	)		128,851
Increase (decrease) in cash and cash equivalents						4,636			(16,331	)
Cash and cash equivalents at beginning of period						14,417			39,375
Cash and cash equivalents at end of period					$	19,053		$	23,044
Interest payments					$	10,323		$	8,484
Income taxes refund received, net					$	6,998		$	7,800

See accompanying notes

4

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Interim results are not necessarily indicative of results that may be expected for the full year. In the opinion of management, the accompanying interim financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows of Province Healthcare Company (the “Company”).

     The balance sheet at December 31, 2002, has been derived from the audited consolidated financial statements at that date, but does not include all of the financial information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

     For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

2. USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management of the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from the estimates.

5

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

3. ACQUISITIONS

     Memorial Hospital of Martinsville and Henry County

     In May 2002, the Company acquired Memorial Hospital of Martinsville and Henry County in Martinsville, Virginia, for approximately $129.2 million, including working capital. To finance this acquisition, the Company borrowed $86.0 million under its revolving credit facility and used approximately $43.2 million of available cash. This is the Company’s first Virginia hospital and is the only hospital in the county, serving a population in excess of 100,000.

     Los Alamos Medical Center

     In June 2002, the Company acquired Los Alamos Medical Center in Los Alamos, New Mexico, for approximately $39.0 million, including working capital. To finance this acquisition, the Company borrowed $37.0 million under its revolving credit facility and used $2.0 million from available cash. This is the Company’s first New Mexico hospital and is the only hospital in the community, serving a population of approximately 50,000.

     In May 2003, the Company acquired a radiology and lab business for approximately $3.2 million. The purchase price is not yet allocated, as the Company is waiting on a final appraisal of the healthcare entities.

     The operating results of the hospitals and healthcare entities acquired in 2002 and 2003 have been included in the accompanying condensed consolidated statements of income from the respective dates of acquisition.

4. GOODWILL AND INTANGIBLE ASSETS

     The Company adopted Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), Goodwill and Other Intangible Assets, effective January 1, 2002. Under SFAS No. 142, goodwill is no longer amortized, but is subject to annual impairment tests, or more frequently if certain indicators arise. The Company performed its annual impairment test on October 1, 2002. The results of the tests had no effect on the operations or financial position of the Company. The company is currently not aware of any impairment indicators at June 30, 2003.

     The Company has other intangible assets, net of accumulated amortization of $1.3 million as of June 30, 2003, which are included in “other assets” on the condensed consolidated balance sheet. The intangible assets relate primarily to non-compete agreements and are amortized over two (2) years.

6

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

5. LONG-TERM DEBT

     In May 2003, the Company completed its public offering of $200.0 million aggregate principal amount of 7 ½% Senior Subordinated Notes due 2013 at par. Net proceeds of the offering totaling $194.2 million were used to repay $114.3 million in existing borrowings under our senior credit facility and to repurchase approximately $69.0 million of the Company’s 4 ½% Convertible Subordinated Notes due 2005 through privately negotiated transactions. The Company recorded a $477,000 pretax loss associated with the early extinguishment of debt related to this repurchase. During May and June 2003, the Company amended its senior credit facility to (i) add additional hospitals as collateral security, (ii) obtain consent for various transactions, including the issuance of $200.0 million of Senior Subordinated Notes due 2013 and repurchase of a portion of the outstanding 4 ½% Convertible Subordinated Notes due 2005, (iii) increase the flexibility of certain investment covenants, and (iv) increase the amount available on its revolving line of credit to $250.0 million from $209.7 million.

     Subsequent to the quarter end, the Company repurchased an additional $5.0 million of the 2005 Notes in July 2003, for total repurchases of $74.0 million, reducing the outstanding balance of the 2005 Notes to $76.0 million. An insignificant loss will be recorded in the third quarter of 2003 related to this repurchase.

     Also, subsequent to second quarter end, the Company entered into an interest rate swap agreement in July 2003, which effectively converted for a ten-year period $100.0 million of the $200.0 million fixed-rate borrowings under the 7 ½% Senior Subordinated Notes due 2013 to floating-rate borrowings. The Company secured a LIBOR plus 2.79% floating interest rate over the term of the interest rate swap agreement. In accordance with the provisions of SFAS No. 133, the Company designated its interest rate swap agreement as a fair value hedge.

6. COMPREHENSIVE INCOME

     The following table presents the components of comprehensive income, net of related taxes (in thousands):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2003			2002		2003			2002
Net income	$	9,661		$	10,951	$	19,512		$	22,643
Net change in fair value of interest rate swap		(196	)		2		(196	)		181
Comprehensive income	$	9,465		$	10,953	$	19,316		$	22,824

The net change in fair value of the interest rate swap is included in retained earnings on the condensed consolidated balance sheets.

7

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

7. EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2003		2002		2003		2002
Numerator:
	Net income		$	9,661	$	10,951	$	19,512	$	22,643
	Add convertible notes interest net of tax			—		2,434		—		4,841
	Adjusted net income		$	9,661	$	13,385	$	19,512	$	27,484
Denominator:
	Denominator for basic income per share —
		Weighted-average shares		48,585		47,901		48,633		47,726
	Effective of dilutive securities —
		Employee stock options		447		1,871		262		1,770
		Convertible notes		—		11,899		—		11,899
	Denominator for diluted income per share —
		Adjusted weighted average shares		49,032		61,671		48,895		61,395
	Basic net income per share		$	0.20	$	0.23	$	0.40	$	0.47
	Diluted net income per share		$	0.20	$	0.22	$	0.40	$	0.45

     The add-back of the interest and potential issuance of shares related to the convertible notes was not included in the computation for 2003, because the effect would have been anti-dilutive.

8

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

8. STOCK BASED COMPENSATION

     The Company, from time to time, grants stock options for a fixed number of common shares to employees and directors. The Company accounts for employee stock option grants using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“Opinion 25”), and related interpretations, and accordingly, recognizes no compensation expense for the stock option grants when the exercise price of the options equals, or is greater than, the market price of the underlying stock on the date of grant.

     The following pro forma information is being presented in accordance with SFAS No. 148, Accounting for Stock-Based Compensation-Transition & Disclosure (adopted by the Company on January 1, 2003). If the compensation cost for the Company’s stock-based compensation plans had been determined based on the fair value at the grant date for awards under these plans consistent with the methodology prescribed under SFAS No. 123, Accounting for Stock-Based Compensation, net income and earnings per share would have been reduced to the pro forma amounts indicated in the following table:

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2003			2002			2003			2002
Net income – as reported		$	9,661		$	10,951		$	19,512		$	22,643
Less stock-based compensation expense determined under a fair value method, net of income taxes			(1,125	)		(5,520	)		(2,167	)		(9,087	)
Pro forma net income		$	8,536		$	5,431		$	17,345		$	13,556
Basic earnings per share
	As reported	$	0.20		$	0.23		$	0.40		$	0.47
	Pro forma	$	0.18		$	0.11		$	0.36		$	0.28
Diluted earnings per share
	As reported	$	0.20		$	0.22		$	0.40		$	0.45
	Pro forma	$	0.17		$	0.11		$	0.35		$	0.27

     The weighted average fair values of the Company’s stock options granted during the three months ended June 30, 2003 and 2002 and six months ended June 30, 2003 and 2002 were $4.87, $10.18, $3.89 and $9.75, respectively. The fair values were estimated at the date of grant using a Black-Scholes option valuation model based on the following weighted-average assumptions:

9

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2003			2002			2003			2002
Risk-free interest rate		2.5	%		4.5	%		2.4	%		4.7	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Volatility		61.4	%		59.4	%		63.7	%		59.4	%
Expected life (in years)		4.0			3.0			4.0			3.1

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options. Changes in subjective input assumptions can materially affect the fair value estimate. Other option valuation models may produce significantly different fair values of the Company’s employee stock options.

9. CONTINGENCIES

     Management continually evaluates contingencies based on the best available evidence and believes that adequate provision for losses has been provided to the extent necessary. In the opinion of management, the ultimate resolution of the following contingencies will not have a material effect on the Company’s results of operations or financial position.

     General and Professional Liability Risks

     Effective January 1, 2003, the Company increased its self-insurance retention related to general and professional liability risks to $5.0 million. The 2003 policy provides coverage up to $50.0 million for claims incurred during the annual policy term.

     The Company estimates its self-insured retention portion of the malpractice risks using historical claims data, demographic factors, severity factors and other actuarial assumptions. We maintain a reserve for the anticipated claims within our deductible and self-insured retentions. The reserve for general and professional liability risks is included in “other liabilities” on the condensed consolidated balance sheet.

     Workers Compensation Risks

     Effective January 1, 2003, the Company increased its deductible for workers compensation claims to $500,000 per accident. The Company has purchased a minimum cap of $12.0 million for total workers compensation losses within this deductible for 2003. The Company’s arrangement

10

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

with the insurance provider allows us to prepay the expected amounts of annual workers compensation claims, which is based upon claims experience. The claims processor tracks payments for the policy year. At the end of the policy year, the claims processor compares the total amount prepaid by us to the actual amount paid by the claims processor. This comparison will ultimately result in a receivable from or a payable to the claims processor.

     Litigation

     The Company currently is, and from time to time is expected to be, subject to claims and suits arising in the ordinary course of business. The Company is not aware of any such proceeding which, in management’s opinion, would have a material adverse effect on the Company’s business, financial condition or results of operations.

     Net Patient Service Revenue

     Final determination of amounts earned under the Medicare and Medicaid programs often occurs in subsequent periods because of audits by the programs, rights of appeal and the application of numerous technical provisions. Differences between original estimates and subsequent revisions (including settlements) are included in the consolidated statements of income in the period in which revisions are made, and resulted in an increase in net patient service revenue of approximately $0.6 million and $0.8 million the three and six-month periods ended June 30, 2003, respectively. The adjustments for the three and six-month periods ended June 30, 2002 were not material.

     Financial Instruments

     During the second quarter 2003, the Company terminated its previously existing interest rate swap contract at fair value, which was recorded as a liability on the balance sheet. The loss on the termination was not considered material. Subsequent to quarter end, the Company entered into an interest rate swap agreement which effectively converted, for a ten-year period, $100.0 million of the $200.0 million fixed-rate borrowings under its 7 ½% Senior Subordinated Notes due 2013 to floating rate borrowings. This agreement exposes the Company to credit losses in the event of non-performance by the counterparty to the financial instrument. The Company anticipates that the counterparty will fully satisfy its obligations under the contract.

10. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (“FIN 46”). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its

11

PROVINCE HEALTHCARE COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) – (continued)

activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period after June 15, 2003. The Company does not expect this new interpretation to have a material effect on its future results of operations or financial position.

12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     You should read the following along with the Condensed Consolidated Financial Statements and accompanying notes.

OVERVIEW

     We are a healthcare services company focused on acquiring and operating hospitals in attractive non-urban markets in the United States. As of June 30, 2003, we owned or leased 20 general acute care hospitals in 13 states with a total of 2,281 licensed beds, and managed 38 hospitals in 14 states, with a total of 3,130 licensed beds.

     Our owned and leased hospitals accounted for 98.0% and 97.8% of our net operating revenue in the three months ended June 30, 2003 and 2002, respectively.

IMPACT OF ACQUISITIONS

     An integral part of our strategy is to acquire non-urban acute care hospitals. Because of the financial impact of our recent acquisitions, it is difficult to make meaningful comparisons between our financial statements for the fiscal periods presented. In addition, because of the relatively small number of owned and leased hospitals, each hospital acquisition can materially affect our overall operating performance. Upon the acquisition of a hospital, we typically take a number of steps to lower operating costs. The impact of such actions may be offset by cost increases to expand services, strengthen medical staff and improve market position. The benefits of these investments and of other activities to improve operating margins generally do not occur immediately. Consequently, the financial performance of a newly-acquired hospital may adversely affect overall operating margins in the near term. As we make additional hospital acquisitions, we expect that this effect will be mitigated by the expanded financial base of existing hospitals and the allocation of corporate overhead among a larger number of hospitals. We may also divest certain hospitals in the future, if we determine a hospital no longer fits within our strategy.

13

RESULTS OF OPERATIONS

Operating Results Summary

     The following are comparative summaries of results from operations for the three months and six months ended June 30, 2003 and 2002 (dollars in thousands):

				Three Months Ended June 30,
				2003					2002
						% of						% of			% Change
				Amount		Revenues			Amount			Revenues			from prior year
Revenue:
	Net patient service revenue			$	189,649				$	168,234
	Other				6,164					5,766
			Net operating revenue		195,813		100.0	%		174,000			100.0	%		12.5	%
Operating expenses:
	Salaries, wages and benefits				74,939		38.3	%		67,476			38.8	%
	Purchases services				18,878		9.6	%		18,209			10.4	%
	Supplies				23,859		12.2	%		20,465			11.8	%
	Provision for doubtful accounts				17,789		9.1	%		12,753			7.3	%
	Other operating expenses				25,007		12.8	%		20,304			11.7	%
	Rentals and leases				2,423		1.2	%		2,200			1.3	%
					162,895		83.2	%		141,407			81.3	%		15.2	%
Adjusted EBITDA (*)					32,918		16.8	%		32,593			18.7	%		1.0	%
Depreciation and amortization					9,499		4.9	%		8,752			5.0	%
Interest expense					6,759		3.5	%		5,545			3.2	%
Minority interests					82		—			(3	)		—
Loss on sale of assets					—		—			48			—
Loss on early extinguishment of debt					477		0.2	%		—			—
Income before provision for income taxes					16,101		8.2	%		18,251			10.5	%		(11.8	%)
Income taxes					6,440		3.3	%		7,300			4.2	%
Net income				$	9,661		4.9	%	$	10,951			6.3	%		(11.8	%)
Net income per common share:
		Basic		$	0.20				$	0.23
		Diluted		$	0.20				$	0.22

14

				Six Months Ended June 30,
				2003					2002
						% of					% of			% Change
				Amount		Revenues			Amount		Revenues			from prior year
Revenue:
	Net patient service revenue			$	377,208				$	328,014
	Other				13,005					11,587
			Net operating revenue		390,213		100.0	%		339,601		100.0	%		14.9	%
Operating expenses:
	Salaries, wages and benefits				150,269		38.5	%		129,628		38.2	%
	Purchases services				36,662		9.4	%		35,300		10.4	%
	Supplies				48,606		12.5	%		40,210		11.8	%
	Provision for doubtful accounts				34,982		9.0	%		27,491		8.1	%
	Other operating expenses				50,294		12.9	%		38,700		11.4	%
	Rentals and leases				4,856		1.2	%		4,352		1.3	%
					325,669		83.5	%		275,681		81.2	%		18.1	%
Adjusted EBITDA (*)					64,544		16.5	%		63,920		18.8	%		1.0	%
Depreciation and amortization					18,777		4.8	%		16,333		4.8	%
Interest expense					12,619		3.3	%		9,740		2.9	%
Minority interests					149		—			56		—
Loss on sale of assets					2		—			53		—
Loss on early extinguishment of debt					477		0.1	%		—		—
Income before provision for income taxes					32,520		8.3	%		37,738		11.1	%		(13.8	%)
Income taxes					13,008		3.3	%		15,095		4.4	%
Net income				$	19,512		5.0	%	$	22,643		6.7	%		(13.8	%)
Net income per common share:
		Basic		$	0.40				$	0.47
		Diluted		$	0.40				$	0.45

(*)

Adjusted EBITDA for 2003 and 2002, represents income before provision for income taxes, depreciation and amortization, interest, minority interests, loss on sale of assets, and loss on early extinguishment of debt (“Adjusted EBITDA”). Adjusted EBITDA serves as a measure of leverage capacity and debt service ability, and is commonly used as an analytical indicator within the healthcare industry. Our management considers Adjusted EBITDA to be one measure of our ability to service existing debt, sustain potential increases in debt in the future and to satisfy capital requirements. Adjusted EBITDA, however, is not a measure of financial performance under accounting principles generally accepted in the United States, and should not be considered an alternative to net income as a measure of operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with accounting principles generally accepted in the United States and is susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies.

15

			Three Months Ended
			June 30,
			2003		2002		% Change
Consolidated Hospitals:
	Number of hospitals at end of period			20		20		—
	Licensed beds at end of period (a)			2,281		2,315		(1.5	%)
	Beds in service at end of period			1,993		1,905		4.6	%
	Net patient service revenue (in thousands)		$	189,649	$	168,234		12.7	%
	Admissions (b)			18,520		17,849		3.8	%
	Adjusted admissions (c)			33,501		31,156		7.5	%
	Patient days (d)			78,124		76,425		2.2	%
	Adjusted patient days (e)			141,331		133,444		5.9	%
	Average length of stay (days) (f)			4.2		4.3		(2.3	%)
	Gross revenue (in thousands) (g):
		Inpatient	$	234,130	$	204,689		14.4	%
		Outpatient		189,354		152,542		24.1	%
			$	423,484	$	357,231		18.5	%
Same Hospitals (h):
	Number of hospitals at end of period			18		18		—
	Licensed beds at end of period (a)			1,997		2,031		(1.7	%)
	Beds in service at end of period			1,794		1,706		5.2	%
	Net patient service revenue (in thousands)		$	157,671	$	150,673		4.6	%
	Admissions (b)			16,322		16,436		(0.7	%)
	Adjusted admissions (c)			28,600		28,216		1.4	%
	Patient days (d)			68,735		70,535		(2.6	%)
	Adjusted patient days (e)			120,439		121,117		(0.6	%)
	Average length of stay (days) (f)			4.2		4.3		(2.3	%)
	Gross revenue (in thousands) (g):
		Inpatient	$	210,996	$	192,381		9.7	%
		Outpatient		158,715		137,897		15.1	%
			$	369,711	$	330,278		11.9	%

16

			Six Months Ended
			June 30,
			2003		2002		% Change
Consolidated Hospitals:
	Number of hospitals at end of period			20		20		—
	Licensed beds at end of period (a)			2,281		2,315		(1.5	%)
	Beds in service at end of period			1,993		1,905		4.6	%
	Net patient service revenue (in thousands)		$	377,208	$	328,014		15.0	%
	Admissions (b)			38,288		35,848		6.8	%
	Adjusted admissions (c)			68,193		60,253		13.2	%
	Patient days (d)			162,256		156,754		3.5	%
	Adjusted patient days (e)			289,014		263,340		9.7	%
	Average length of stay (days) (f)			4.2		4.4		(4.5	%)
	Gross revenue (in thousands) (g):
		Inpatient	$	476,192	$	420,078		13.4	%
		Outpatient		372,143		285,409		30.4	%
			$	848,335	$	705,487		20.2	%
Same Hospitals (h):
	Number of hospitals at end of period			18		18		—
	Licensed beds at end of period (a)			1,997		2,031		(1.7	%)
	Beds in service at end of period			1,794		1,706		5.2	%
	Net patient service revenue (in thousands)		$	313,276	$	310,309		1.0	%
	Admissions (b)			33,863		34,435		(1.7	%)
	Adjusted admissions (c)			58,371		57,313		1.8	%
	Patient days (d)			142,941		150,894		(5.3	%)
	Adjusted patient days (e)			246,406		251,013		(1.8	%)
	Average length of stay (days) (f)			4.2		4.4		(4.5	%)
	Gross revenue (in thousands) (g):
		Inpatient	$	429,791	$	407,770		5.4	%
		Outpatient		311,318		270,764		15.0	%
			$	741,109	$	678,534		9.2	%

(a)	Beds for which a hospital has been granted approval to operate from the applicable state licensing agency.
(b)	Represents the total number of patients admitted (in a facility for a period in excess of 23 hours) and used by management and investors as a general measure of inpatient volume.
(c)	Used by management and investors as a general measure of combined inpatient and outpatient volume. Adjusted admissions are computed by multiplying admissions (inpatient volume) by the outpatient factor. The outpatient factor is the sum of gross inpatient revenue and gross outpatient revenue divided by gross inpatient revenue. The adjusted admissions computation equates outpatient revenue to the volume measure (admissions) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.
(d)	Represents the total number of days the patients who are admitted stay in our hospitals.
(e)	Adjusted patient days are computed by multiplying patient days (inpatient volume) by the outpatient factor. The outpatient factor is the sum of gross inpatient revenue and gross outpatient revenue divided by gross inpatient revenue. The adjusted patient days computation equates outpatient revenue to the volume measure (patient days) used to measure inpatient volume, resulting in a general measure of combined inpatient and outpatient volume.
(f)	The average number of days admitted patients stay in our hospitals.
(g)	Represents revenues prior to reductions for discounts and contractual allowances.
(h)	Same hospital information includes the operations of only those hospitals which were owned during both entire periods presented.

17

Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002

     Net operating revenue increased 12.5% or $21.8 million to $195.8 million for the three months ended June 30, 2003, compared to the same period last year. The increase was primarily attributable to the acquisitions of Los Alamos Medical Center and Memorial Hospital of Martinsville and Henry County, which were completed in the second quarter of last year and a 4.6% increase in revenues from hospitals owned during both entire periods (same hospitals). Same hospital revenues increased primarily from a 3.2% increase in same hospital net revenue per adjusted admissions.

     Operating expenses totaled $162.9 million, or 83.2% of net operating revenue, for the three months ended June 30, 2003, compared to $141.4 million, or 81.3% of net operating revenue, for the comparable period of 2002. Salaries and benefits as a percentage of net operating revenue, decreased to 38.3% from 38.8%. Purchased services, as a percentage of net operating revenue, decreased to 9.6% for the three months ended June 30, 2003, compared to 10.4% for the comparable period of the prior year. This decrease is primarily attributable to reductions in contract labor and collection fees as our company was less reliant on outside collection consultants and staffing. Supplies increased to 12.2% of net operating revenue, for the three months ended June 30, 2003, compared to 11.8% for the comparable period of 2002, due primarily to the acquisitions of Memorial Hospital of Martinsville and Henry County and Los Alamos Medical Center, which have a higher supplies expense as a percentage of revenue compared to other owned hospitals. The provision for doubtful accounts increased to 9.1% of net operating revenue for the three months ended June 30, 2003 compared to 7.3% for the comparable period of 2002, primarily due to increases in self-pay and uninsured patient volumes as a percentage of total patient volumes and the corresponding effect of rate increases on those accounts. The net revenues associated with those patients are generally recorded at gross charges, which are typically higher than what government programs and managed care plans pay. As a result, failure to receive payments from self-pay and uninsured patients results in higher provision for doubtful accounts as a percentage of net operating revenue. Other operating expenses increased as a percentage of net operating revenue to 12.8% from 11.7% in the prior year primarily due to increases in insurance costs and physician recruitment expenses. Rentals and leases were relatively unchanged as a percentage of net operating revenue for both periods.

     The increase in operating expenses as a percentage of net operating revenue described above resulted in a decrease in Adjusted EBITDA as a percentage of net operating revenue. Adjusted EBITDA was $32.9 million, or 16.8% of net operating revenue, for the three months ended June 30, 2003, compared to $32.6 million, or 18.7% of net operating revenue, for the comparable period of 2002.

     Depreciation and amortization expense was $9.5 million, or 4.9% of net operating revenue, for the three months ended June 30, compared to $8.8 million, or 5.0% of net operating revenue, for the comparable period of 2002. The increase in depreciation and amortization expense resulted primarily due to depreciation at the hospitals acquired in 2002.

18

     Interest expense increased to $6.8 million for the three months ended June 30, 2003, compared to $5.5 million for the comparable period of 2002, primarily due to the May 27, 2003, issuance of $200.0 million aggregate principal amount of 7 ½% Senior Subordinated Notes due 2013 offset by repayments of borrowings outstanding on our senior bank credit facility and repurchases of a portion of our outstanding 4 ½% Convertible Subordinated Notes. The write-off of deferred loan costs and the gain resulting from repurchasing a portion of the 4 ½% Convertible Subordinated Notes due 2005 at a discount resulted in a net pre-tax loss on extinguishment of debt of $0.5 million during the second quarter ended June 30, 2003.

     Income before provision for income taxes was $16.1 million for the three months ended June 30, 2003, compared to $18.3 million for the comparable period of 2002, a decrease of $2.2 million or 11.8%, primarily due to the factors discussed above. Our provision for income taxes was $6.4 million for the three months ended June 30, 2003, compared to $7.3 million for the comparable period of 2002, primarily due to the decrease in pre-tax income.

     As a result of the foregoing, our net income was $9.7 million, or 4.9% of net operating revenue, for the three months ended June 30, 2003, compared to $11.0 million, or 6.3% of net operating revenue for the comparable period of 2002.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

     Net operating revenue increased 14.9% or $50.6 million to $390.2 million for the six months ended June 30, 2003, compared to the same period last year. The increase was primarily attributable to the acquisitions of Los Alamos Medical Center and Memorial Hospital of Martinsville and Henry County, which were completed in the second quarter of last year.

     Operating expenses totaled $325.7 million, or 83.5% of net operating revenue, for the six months ended June 30, 2003, compared to $275.7 million, or 81.2% of net operating revenue, for the comparable period of 2002. Salaries and benefits as a percentage of net operating revenue, increased to 38.5% from for the six months ended June 30, 2003 from 38.2% last year, primarily due to an increase in employed workers resulting from reductions in contract labor. Purchased services, as a percentage of net operating revenue, decreased to 9.4% for the six months ended June 30, 2003, compared to 10.4% for the comparable period of the prior year. This decrease is primarily attributable to reductions in contract labor and collection fees as our company was less reliant on outside collection consultants and staffing. Supplies increased to 12.5% of net operating revenue, for the six months ended June 30, 2003, compared to 11.8% for the comparable period of 2002, due primarily to the acquisitions of Memorial Hospital of Martinsville and Henry County and Los Alamos Medical Center. The provision for doubtful accounts increased to 9.0% of net operating revenue for the six months ended June 30, 2003 compared to 8.1% for the comparable period of 2002, primarily due to the increases in self-pay and uninsured patient volumes as a percent of total patient volumes and the corresponding effect of rate increases on those accounts.

19

The net revenues associated with those patients are generally recorded at gross charges, which are typically higher than what government programs and managed care plans pay. As a result, failure to receive payments from self-pay and uninsured patients results in higher provision for doubtful accounts as a percentage of net operating revenue. Other operating expenses increased as a percentage of net operating revenue to 12.9% from 11.4% in the prior year primarily due to increases in insurance costs and physician recruitment expenses. Rentals and leases were relatively unchanged as a percentage of net operating revenue for both periods.

     The increase in operating expenses as a percentage of net operating revenue described above resulted in a decrease in Adjusted EBITDA as a percentage of net operating revenue. Adjusted EBITDA was $64.5 million, or 16.5% of net operating revenue, for the six months ended June 30, 2003, compared to $63.9 million, or 18.8% of net operating revenue, for the comparable period of 2002.

     Depreciation and amortization expense was $18.8 million, or 4.8% of net operating revenue, for the six months ended June 30, compared to $16.3 million, or 4.8% of net operating revenue, for the comparable period of 2002. The increase in depreciation and amortization expense resulted primarily due to depreciation at the hospitals acquired in 2002.

     Interest expense increased to $12.6 million for the six months ended June 30, 2003, compared to $9.7 million for the comparable period of 2002, primarily due to higher average outstanding borrowings of our senior credit facility and the issuance of an aggregate principal amount of $200.0 million, 7 ½% Senior Subordinated Notes due 2013, offset by repurchases of a portion of our outstanding 4 ½% Convertible Subordinated Notes due 2005. The write-off of deferred loan costs associated with the repurchases, and the gain resulting from repurchasing a portion of the 4 ½% Convertible Subordinated Notes at a discount resulted in a net pre-tax loss on extinguishment of debt of $0.5 million during the six months ended June 20, 2003.

     Income before provision for income taxes was $32.5 million for the six months ended June 30, 2003, compared to $37.7 million for the comparable period of 2002, a decrease of $5.2 million or 13.8%, primarily due to the factors discussed above. Our provision for income taxes decreased to $13.0 million for the six months ended June 30, 2003, compared to $15.1 million for the comparable period of 2002, primarily due to the decrease in pre-tax income.

     As a result of the foregoing, our net income was $19.5 million, or 5.0% of net operating revenue, for the six months ended June 30, 2003, compared to $22.6 million, or 6.7% of net operating revenue for the comparable period of 2002.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2003, we had working capital of $106.2 million, including cash and cash equivalents of $19.1 million compared to working capital of $105.3 million, including $14.4 million in cash and cash equivalents at December 31, 2002.

20

     Cash provided by operations was $55.2 million for the six months ended June 30, 2003, compared to $52.6 million last year, primarily due to improved cash collections as our average daily revenues were in accounts receivable an average of 54 days at June 30, 2003 which was down from 61 days at June 30, 2002. Cash used in investing activities was down significantly to $37.8 million for the six months ended June 30, 2003 from $197.8 million for the same period last year, primarily due to the purchases of Memorial Hospital of Martinsville and Henry County in May 2002, and Los Alamos Medical Center in June 2002. Net cash used in financing activities totaled $12.8 million for the six months ended June 30, 2003 compared to $128.9 million of net cash provided by financing activities during the same period last year. Last year’s net cash provided by financing activities was primarily a result of borrowings under our revolving credit facility to fund acquisitions.

     During the six months ended June 30, 2003, we received $194.2 million in net proceeds from the issuance of the 7 ½% Senior Subordinated Notes due 2013. We used the proceeds, along with existing cash, to repay all amounts outstanding on our senior credit facility ($114.3 million) and $69.0 million of our 4 ½% Convertible Notes due 2005. At June 30, 2003, we had $246.4 million (net of outstanding letters of credit) available for borrowing under our senior credit facility.

     We intend to acquire additional acute care facilities and are actively seeking out such acquisitions. There can be no assurance that we will not require additional debt or equity financing for any particular acquisition. Also, we continually review our capital needs and financing opportunities and may seek additional equity or debt financing for our acquisition program or other needs.

     On June 14, 2002, the Securities and Exchange Commission (“SEC”) declared effective our shelf registration statement on Form S-3 providing for the offer, from time to time, of common stock and debt securities, up to an aggregate of $300.0 million. Our issuance of the 7½% Senior Subordinated Notes in May 2003 was registered under the shelf registration statement, leaving capacity to register up to $100.0 million of additional securities. The shelf registration statement will enable us to raise funds from the offering of any individual securities covered by the shelf registration statement as well as any combination thereof, subject to market conditions and our capital needs.

     Capital expenditures for our owned hospitals may vary from year to year depending on facility improvements and service enhancements undertaken by the hospitals. We expect to make total capital expenditures in 2003 of approximately $60.0 million, exclusive of any acquisitions of businesses or new hospital construction projects. Planned capital expenditures for 2003 consist principally of capital improvements to owned and leased hospitals. We expect to fund these expenditures through cash provided by operating activities and borrowings under our revolving credit facility.

21

CRITICAL ACCOUNTING POLICIES AND IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     A description of the accounting policies we consider critical to our business is contained in our Annual Report on Form 10-K for the year ended December 31, 2002. We have made no changes in those policies since year end.

MARKET RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS

     Our interest expense is sensitive to changes in the general level of interest rates. To mitigate the impact of fluctuations in interest rates, we generally maintain 50% - 75% of our debt at a fixed rate, either by borrowings on a long-term basis or entering into an interest rate swap.

     At June 30, 2003, approximately all of our outstanding debt was effectively at fixed rates primarily due to repayments of all borrowings on our revolving line of credit during the quarter.

     During the quarter ended June 30, 2003, we terminated our previously existing interest rate swap contract. Subsequent to quarter end, we entered into an interest rate swap agreement which effectively converted, for a ten-year period, $100.0 million of the $200.0 million fixed-rate borrowings under our 7 ½% Senior Subordinated Notes due 2013 to floating-rate borrowings. We secured a LIBOR plus 2.79% floating interest rate over the term of the agreement. After giving effect to the interest rate swap agreement, approximately 78% of our debt was at fixed rates.

GENERAL

     The Medicare program accounted for approximately 38.8% and 41.9% of net patient revenue for the six months ended June 30, 2003 and 2002, respectively. The Medicaid programs accounted for approximately 11.2% and 12.5% of net patient revenue for the six months ended June 30, 2003 and 2002, respectively. The majority of payment rates under the Medicare program are now prospective, based upon the diagnosis of a patient. The Medicare payment rate increases historically have been less than actual inflation.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in our financial statements. Resolution of matters, for example, final settlements with third party payors, may result in changes from those estimates. The timing and amount of such changes in estimates may cause fluctuations in our quarterly or annual operating results.

22

FORWARD-LOOKING STATEMENTS

     Our disclosure and analysis in this report contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Factors that may cause our plans, expectations, future financial condition and results to change include, but are not limited to:

• the highly competitive nature of the healthcare business;

• the efforts of insurers, healthcare providers and others to contain healthcare costs;

• the financial condition of managed care organizations that pay us for healthcare services;

• possible changes in the levels and terms of reimbursement for our charges by government programs, including Medicare and Medicaid or other third-party payors;

• changes in or failure to comply with federal, state or local laws and regulations affecting the healthcare industry;

• the possible enactment of federal or state healthcare reform;

• the departure of key members of our management;

• claims and legal actions relating to professional liability;

• our ability to implement successfully our acquisition and development strategy;

• our ability to recruit and retain qualified personnel and physicians;

• potential federal or state investigations;

• fluctuations in the market value of our common stock or debt securities;

• changes in accounting principles generally accepted in the United States or in our critical accounting policies;

• changes in demographic, general economic and business conditions, both nationally and in the regions in which we operate;

23

• changes in the availability, cost and terms of insurance coverage for our hospitals and physicians who practice at our hospitals; and

• other risks described in this report.

     Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures and discussions of risks we make in our Form 10-K, 10-Q and 8-K reports and other filings with the Securities and Exchange Commission. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here also could affect us adversely. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     During the six months ended June 30, 2003, there were no material changes in the quantitative and qualitative disclosures about market risks presented in our Annual Report on Form 10-K for the year ended December 31, 2002. Our only derivative instrument relates to an interest rate swap agreement entered into subsequent to June 30, 2003. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risks Associated with Financial Instruments.”

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a –
15(e) and 15d – 15(e). Based on their evaluation of such controls and procedures, our management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by our company in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

     There have been no significant changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

24

PART II
OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders

     On Thursday, May 1, 2003, we held our 2003 annual meeting of shareholders. At such meeting, the shareholders voted on the following two proposals:

     First, the shareholders voted on the election of seven nominees to the Board of Directors. The incumbent Board of Directors, consisting of Martin S. Rash, John M. Rutledge, Joseph P. Nolan, David L. Steffy, Winfield C. Dunn, Paul J. Feldstein and David R. Klock, determined that the size of the Board of Directors be set at seven members. The Board of Directors then nominated Martin S. Rash, John M. Rutledge, Joseph P. Nolan, David L. Steffy, Winfield C. Dunn, Paul J. Feldstein and David R. Klock, for election at such annual meeting to serve until the 2004 annual meeting of shareholders. The directors were elected by the following vote:

			Withhold
Name	For		Authority
Martin S. Rash		43,839,057		121,023
John M. Rutledge		43,837,534		122,546
Joseph P. Nolan		43,835,411		124,669
David L. Steffy		42,434,984		1,525,096
Winfield C. Dunn		42,532,458		1,427,622
Paul J. Feldstein		43,734,472		225,608
David R. Klock		42,433,334		1,526,746

     Second, the shareholders voted to approve the appointment of Ernst & Young LLP as independent auditors of our company and its subsidiaries for the fiscal year ending December 31, 2003. At the annual meeting, the shareholders voted to ratify the appointment of Ernst & Young LLP, with 43,347,070 votes for, 594,864 votes against and 18,146 abstentions.

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
Number	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation of Province Healthcare Company, as filed with the Delaware Secretary of State on June 16, 2000 (a)

25

Exhibit
Number	Description of Exhibits
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Province Healthcare Company, as filed with the Delaware Secretary of State on May 22, 2002 (b)
3.3	Amended and Restated Bylaws of Province Healthcare Company (c)
4.1	Subordinated Indenture, dated as of May 27, 2003, between Province Healthcare Company and U.S. Bank Trust National Association (*)
4.2	First Supplemental Indenture to Subordinated Indenture, dated as of May 27, 2003, between Province Healthcare Company and U.S. Bank Trust National Association, as Trustee, with respect to the issuance of 7 ½% Senior Subordinated Notes due 2013 (*)
10.1	Third Amendment to Credit Agreement and Consent, dated May 27, 2003, among Province Healthcare Company, Wachovia Bank, National Association, as Agent, and various parties thereto (*)
10.2	Fourth Amendment to Credit Agreement and Consent, dated June 30, 2003, among Province Healthcare Company, Wachovia Bank, National Association, as Agent, and various parties thereto (*)
31.1	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

(a)	Incorporated by reference to the exhibits filed with the Registrant’s Quarterly Report filed on Form 10-Q, for the quarterly period ended June 30, 2000, Commission File No. 0-23639.
(b)	Incorporated by reference to the exhibits filed with the Registrant’s Registration Statement on Form S-3/A, filed on June 11, 2002, Registration Number 333-86578.
(c)	Incorporated by reference to the exhibits filed with the Registrant’s Current Report on Form 8-K, filed on December 12, 2002, Commission File No. 0-23639.

* Filed herewith

26

(b) Reports on Form 8-K

     During the three months ended June 30, 2002, we filed or furnished the following reports on Form 8-K:

(i)	Form 8-K, filed on April 4, 2003, with respect to the announcement of an amendment to our $250 million senior credit facility.
(ii)	Form 8-K, furnished on April 28, 2003, with respect to the announcement of our financial results for the first quarter of 2003.
(iii)	Form 8-K, filed on May 29, 2003, with respect to the completion of the public offering of our 7 ½% Senior Subordinated Notes due 2013.

27

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PROVINCE HEALTHCARE COMPANY
Date: August 8, 2003		By:	/s/ Brenda B. Rector
			Brenda B. Rector
			Vice President and Controller

28 EX-4.1 3 g84259exv4w1.txt EX-4.1 SUBORDINATED INDENTURE 05/27/03 Exhibit 4.1 ================================================================================ PROVINCE HEALTHCARE COMPANY SUBORDINATED INDENTURE DATED AS OF MAY 27, 2003 U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE ================================================================================ TABLE OF CONTENTS

Page ---- ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions..................................................................... 1 Section 1.2. Other Definitions............................................................... 10 Section 1.3. Incorporation by Reference of Trust Indenture Act............................... 10 Section 1.4. Rules of Construction........................................................... 11 ARTICLE II. THE SECURITIES Section 2.1. Issuable in Series.............................................................. 11 Section 2.2. Establishment of Terms of Series of Securities.................................. 12 Section 2.3. Execution and Authentication.................................................... 14 Section 2.4. Registrar and Paying Agent...................................................... 15 Section 2.5. Paying Agent to Hold Money in Trust............................................. 16 Section 2.6. Securityholder Lists............................................................ 16 Section 2.7. Transfer and Exchange........................................................... 16 Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities................................ 17 Section 2.9. Outstanding Securities.......................................................... 17 Section 2.10. Treasury Securities............................................................ 18 Section 2.11. Temporary Securities........................................................... 18 Section 2.12. Cancellation................................................................... 18 Section 2.13. Defaulted Interest............................................................. 19 Section 2.14. Record Date.................................................................... 19 Section 2.15. Global Securities.............................................................. 19 Section 2.16. CUSIP Numbers.................................................................. 20 ARTICLE III. REDEMPTION Section 3.1. Notice to Trustee............................................................... 21 Section 3.2. Selection of Securities to Be Redeemed.......................................... 21 Section 3.3. Notice of Redemption............................................................ 21 Section 3.4. Effect of Notice of Redemption.................................................. 22 Section 3.5. Deposit of Redemption Price..................................................... 22 Section 3.6. Securities Redeemed in Part..................................................... 23 ARTICLE IV. COVENANTS Section 4.1. Payment of Principal and Interest............................................... 23 Section 4.2. SEC Reports..................................................................... 23 Section 4.3. Compliance Certificate.......................................................... 23

i

Page ---- Section 4.4. Stay, Extension and Usury Laws.................................................. 24 Section 4.5. Corporate Existence............................................................. 24 Section 4.6. Taxes........................................................................... 24 Section 4.7. Maintenance of Office or Agency................................................. 24 ARTICLE V. SUCCESSORS Section 5.1. When Company May Merge, Etc. ................................................... 25 Section 5.2. Successor Corporation Substituted............................................... 25 ARTICLE VI. DEFAULTS AND REMEDIES Section 6.1. Events of Default............................................................... 26 Section 6.2. Acceleration of Maturity; Rescission and Annulment.............................. 27 Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee................. 28 Section 6.4. Trustee May File Proofs of Claim................................................ 29 Section 6.5. Trustee May Enforce Claims Without Possession of Securities..................... 30 Section 6.6. Application of Money Collected.................................................. 30 Section 6.7. Limitation on Suits............................................................. 30 Section 6.8. Unconditional Right of Holders to Receive Principal and Interest................ 31 Section 6.9. Restoration of Rights and Remedies.............................................. 31 Section 6.10. Rights and Remedies Cumulative................................................. 31 Section 6.11. Delay or Omission Not Waiver................................................... 32 Section 6.12. Control by Holders............................................................. 32 Section 6.13. Waiver of Past Defaults........................................................ 32 Section 6.14. Undertaking for Costs.......................................................... 33 ARTICLE VII. TRUSTEE Section 7.1. Duties of Trustee............................................................... 33 Section 7.2. Rights of Trustee............................................................... 34 Section 7.3. Individual Rights of Trustee.................................................... 35 Section 7.4. Trustee's Disclaimer............................................................ 35 Section 7.5. Notice of Defaults.............................................................. 36 Section 7.6. Reports by Trustee to Holders................................................... 36 Section 7.7. Compensation and Indemnity...................................................... 36 Section 7.8. Replacement of Trustee.......................................................... 37 Section 7.9. Successor Trustee by Merger, Etc. .............................................. 38 Section 7.10. Eligibility; Disqualification.................................................. 38 Section 7.11. Preferential Collection of Claims Against Company.............................. 38

ii

Page ---- ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance........................ 39 Section 8.2. Legal Defeasance and Discharge.................................................. 39 Section 8.3. Covenant Defeasance............................................................. 39 Section 8.4. Conditions to Legal or Covenant Defeasance...................................... 40 Section 8.5. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions............................................................. 41 Section 8.6. Repayment to Company............................................................ 42 Section 8.7. Reinstatement................................................................... 42 Section 8.8. Discharge....................................................................... 42 ARTICLE IX. AMENDMENTS AND WAIVERS Section 9.1. Without Consent of Holders...................................................... 43 Section 9.2. With Consent of Holders......................................................... 44 Section 9.3. Limitations..................................................................... 44 Section 9.4. Compliance with Trust Indenture Act............................................. 45 Section 9.5. Revocation and Effect of Consents............................................... 45 Section 9.6. Notation on or Exchange of Securities........................................... 45 Section 9.7. Trustee to Sign Amendments; Trustee Protected................................... 45 ARTICLE X. MISCELLANEOUS Section 10.1. Trust Indenture Act Controls................................................... 46 Section 10.2. Notices........................................................................ 46 Section 10.3. Communication by Holders with Other Holders.................................... 47 Section 10.4. Certificate and Opinion as to Conditions Precedent............................. 47 Section 10.5. Statements Required in Certificate or Opinion.................................. 47 Section 10.6. Rules by Trustee and Agents.................................................... 48 Section 10.7. Legal Holidays................................................................. 48 Section 10.8. No Personal Liability of Directors, Officers, Employees and Stockholders....... 48 Section 10.9. Counterparts................................................................... 48 Section 10.10. Governing Laws................................................................ 48 Section 10.11. No Adverse Interpretation of Other Agreements................................. 49 Section 10.12. Successors.................................................................... 49 Section 10.13. Severability.................................................................. 49 Section 10.14. Table of Contents, Headings, Etc. ............................................ 49 Section 10.15. Securities in a Foreign Currency or in ECU.................................... 49 Section 10.16. Judgment Currency............................................................. 50

iii

Page ---- ARTICLE XI. SINKING FUNDS Section 11.1. Applicability of Article....................................................... 50 Section 11.2. Satisfaction of Sinking Fund Payments with Securities.......................... 51 Section 11.3. Redemption of Securities for Sinking Fund...................................... 51 ARTICLE XII. SUBSIDIARY GUARANTEES Section 12.1. Subsidiary Guarantee........................................................... 52 Section 12.2. Limitation on Guarantor Liability.............................................. 53 Section 12.3. Execution and Delivery of Subsidiary Guarantee................................. 53 ARTICLE XIII. SUBORDINATION Section 13.1. Agreement to Subordinate....................................................... 54 Section 13.2. Liquidation; Dissolution; Bankruptcy........................................... 54 Section 13.3. Default on Designated Senior Indebtedness...................................... 55 Section 13.4. Acceleration of Securities..................................................... 56 Section 13.5. When Distribution Must Be Paid Over............................................ 56 Section 13.6. Notice by the Company.......................................................... 56 Section 13.7. Subrogation.................................................................... 57 Section 13.8. Relative Rights................................................................ 57 Section 13.9. Subordination May Not Be Impaired by the Company............................... 57 Section 13.10. Distribution or Notice to Representative...................................... 58 Section 13.11. Rights of Trustee and Paying Agent............................................ 58 Section 13.12. Authorization to Effect Subordination......................................... 58 Section 13.13. Amendments.................................................................... 59 Section 13.14. Subordination of Subsidiary Guarantees........................................ 59

iv PROVINCE HEALTHCARE COMPANY Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of May 27, 2003 Section 310 (a)(1) ............................................................ 7.10 (a)(2) ............................................................ 7.10 (a)(3) ............................................................ Not Applicable (a)(4) ............................................................ Not Applicable (a)(5) ............................................................ 7.10 (b) ............................................................ 7.10 Section 310 (c) ............................................................ Not Applicable Section 311 (a) ............................................................ 7.11 (b) ............................................................ 7.11 (c) ............................................................ Not Applicable Section 312 (a) ............................................................ 2.6 (b) ............................................................ 10.3 (c) ............................................................ 10.3 Section 313 (a) ............................................................ 7.6 (b)(1) ............................................................ 7.6 (b)(2) ............................................................ 7.6 (c)(1) ............................................................ 7.6 (c)(2) ............................................................ 7.6 (c)(3) ............................................................ 7.6 (d) ............................................................ 7.6 Section 314 (a) ............................................................ 4.2, 4.3, 10.5 (b) ............................................................ Not Applicable (c)(1) ............................................................ 10.4 (c)(2) ............................................................ 10.4 (c)(3) ............................................................ Not Applicable (d) ............................................................ Not Applicable (e) ............................................................ 10.5 (f) ............................................................ Not Applicable Section 315 (a) ............................................................ 7.1(b) (b) ............................................................ 7.5 (c) ............................................................ 7.1 (d) ............................................................ 7.1 (e) ............................................................ 6.14 Section 316 (a) ............................................................ 2.10 (a)(1)(A) ............................................................ 6.12 (a)(1)(B) ............................................................ 6.13 (b) ............................................................ 6.8 Section 316 (c) ............................................................ 2.14 Section 317 (a)(1) ............................................................ 6.3 (a)(2) ............................................................ 6.4 (b) ............................................................ 2.5 v Section 318 (a) ............................................................ 10.1 (b) ............................................................ Not Applicable (c) ............................................................ Not Applicable - -------------- Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. vi Subordinated Indenture, dated as of May 27, 2003, among the Province Healthcare Company, a Delaware corporation (the "Company"), and U.S. Bank Trust National Association, a national banking corporation, as Trustee (the "Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions. "Additional Amounts" means any additional amounts that are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified therein and that are owing to such Holders. "Affiliate" means, with respect to any specified Person, (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (b) any other Person that owns, directly or indirectly, l0% or more of such specified Person's Capital Stock or (c) any executive officer or director of any such specified Person or other Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agent" means any Registrar, Paying Agent or Service Agent. "Attributable Debt" of any Person in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of such Person as lessee for net rental payments (excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water, utilities and similar charges to the extent included in such rental payments) during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. "Authorized Newspaper" means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical, in the opinion of the Trustee, to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1986, as amended, or any similar United States federal or state law relating to the bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law. "Bearer Security" means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the Holder thereof. "Board of Directors" means, with respect to any Person, the board of directors of such Person or its equivalent, including managers of a limited liability company, general partners of a partnership or trustees of a business trust, or any duly authorized committee thereof. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. "Business Day" means, unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday, a Sunday or a legal holiday in The City of New York or at a place of payment on which banking institutions are authorized or required by law, regulation or executive order to close. "Capital Stock" means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now outstanding or issued after the date of the Indenture, partnership interests (whether general or limited), any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing Person and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock. "Capitalized Lease Obligation" means, with respect to any Person, any obligation of such Person and its Restricted Subsidiaries on a consolidated basis under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP, and, for the purpose hereof, the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP. "Cash Equivalents" means (a) any evidence of Indebtedness with a maturity of one year or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof); (b) certificates of deposit or acceptances with a maturity of one year or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000; (c) commercial paper with a maturity of one year or less issued by a corporation that is not an Affiliate of the Company and is organized under the laws of any state of the United States or the District of Columbia and rated at least A-1 by S&P or any successor rating agency or at least P-1 by Moody's or any successor rating agency; (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above; (e) demand and time deposits with a domestic commercial bank that is a member of the 2 Federal Reserve System that are FDIC insured; (f) repurchase obligations with a term of not more than seven days entered into with any bank meeting the qualifications specified in clause (e) above; and (g) investments in funds investing solely in investments of the types described in clauses (a) through (f) above. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Company Order" means a written order signed in the name of the Company by two Officers. "Corporate Trust Office" means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 100 Wall Street, 16th Floor, New York, New York, 10005, Attention: Corporate Trust, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). "Currency Agreements" means any spot or forward foreign exchange agreements and currency swap, currency option or other similar financial agreements or arrangements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and designated to protect against or manage exposure to fluctuations in foreign currency exchange rates. "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Depository" means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such Person, "Depository" as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. "Designated Senior Indebtedness" means: (a) all Senior Indebtedness under the Senior Credit Agreement; and (b) any other Senior Indebtedness which, at the time of determination, has an aggregate principal amount outstanding of at least $25.0 million and that has been specifically designated in the instrument evidencing such Senior Indebtedness as "Designated Senior Indebtedness" of the Company. 3 "Discount Security" means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. "Disqualified Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, for cash or other property (other than Capital Stock that is not Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the Securityholder thereof, in whole or in part, in each case on or prior to the stated maturity of the Securities. "Dollars" and "$" mean lawful money of the United States of America. "ECU" means the European Currency Unit as determined by the Commission of the European Union. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder. "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Board of Directors of the Company in good faith. "Foreign Currency" means any currency or currency unit issued by a government other than the government of the United States of America. "Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in the United States, consistently applied, that are in effect on the date of the Indenture. "Global Security" or "Global Securities" means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States of America is pledged. "guarantee" means, as applied to any obligation, (a) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (b) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of nonperformance) of all or any part of such obligation, including, without limiting the foregoing, the obligation to reimburse amounts drawn down under letters of credit securing such obligations. 4 "Hedging Obligations" means, with respect to any Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Holder" or "Securityholder" means a Person in whose name a Security is registered or the holder of a Bearer Security. "Indebtedness" means, with respect to any Person, without duplication, (a) all liabilities of such Person for borrowed money (including overdrafts) or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities incurred in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities, (b) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (c) indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business, (d) all Capitalized Lease Obligations of such Person, (e) all obligations of such Person under or in respect of Interest Rate Agreements or Currency Agreements, (f) all Indebtedness referred to in (but not excluded from) the preceding clauses of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the obligation so secured), (g) all guarantees by such Person of Indebtedness referred to in this definition or of any other Person, (h) all Redeemable Capital Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends and (i) all Attributable Debt of such Person. For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value shall be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock. "Indenture" means this Indenture as amended and supplemented from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder and any related supplemental indenture. "Interest" means, with respect to any Discount Security which by its terms bears interest only after Maturity, interest payable after Maturity. 5 "Interest Rate Agreements" means any interest rate protection agreements and other types of interest rate hedging agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) designed to protect against or manage exposure to fluctuations in interest rates. "Maturity" means, when used with respect to any Security or installment of principal thereof, the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise. "Moody's" means Moody's Investors Service, Inc. and its successors. "Obligations" means any principal, interest (including post-petition interest, whether or not allowed as a claim in any proceeding), penalties, fees, costs, expenses, indemnifications, reimbursements, damages and other liabilities payable under or in connection with any Indebtedness. "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any Assistant Treasurer or any Assistant Secretary of any Person. "Officers' Certificate" means a certificate signed, unless otherwise specified, by any two of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Controller, the Secretary and any Assistant Treasurer of the Company, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company. "Pari Passu Indebtedness" means (a) with respect to the Securities, Indebtedness that ranks pari passu in right of payment to the Securities and (b) with respect to any Subsidiary Guarantee, Indebtedness that ranks pari passu in right of payment to such Subsidiary Guarantee. "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust or unincorporated organization, or any government or any agency or political subdivision thereof or any other entity. "Principal" of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. "Redeemable Capital Stock" means any class of Capital Stock that, either by its terms, by the terms of any securities into which it is convertible or exchangeable or by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed (whether by sinking fund or otherwise) prior to the date that is 91 days after the final Stated Maturity of the Notes or is redeemable at the option of the holder thereof at any time prior to such date, or is convertible into or exchangeable for debt securities at any time prior to such date (unless it is convertible or exchangeable solely at the option of the Company). 6 "Responsible Officer" means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice-president, assistant vice-president, assistant secretary, assistant treasurer or trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have responsibility for the administration of this Indenture. "Restricted Subsidiary" with respect to any Series of Securities, has the meaning assigned to it in the supplemental indenture relating to that Series of Securities. "S&P" means Standard & Poor's Ratings Services, a division of McGraw-Hill, Inc., and its successors. "Sale and Leaseback Transaction" means any transaction or series of related transactions pursuant to which the Company or a Restricted Subsidiary sells or transfers any property or assets in connection with the leasing of such property or asset to the seller or transferor. "SEC" means the United States Securities and Exchange Commission. "Securities" means the debentures, notes or other instruments of Indebtedness of the Company of any Series authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder. "Senior Credit Agreement" means the third amended and restated senior credit agreement dated as of November 13, 2001 among the Company, the lenders party thereto and Wachovia Bank, National Association, as administrative agent, and the amended and restated participation agreement, dated as of November 13, 2001, among the Company, certain subsidiary guarantors, the lenders party thereto, the holders party thereto, Wells Fargo Bank Northwest, National Association, as owner trustee, and Wachovia Bank, National Association, as agent, and certain other Operative Agreements (as defined in the amended and restated participation agreement) executed in connection therewith, providing for a revolving credit facility and a real estate leasing facility as such agreements have been and may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time. "Senior Indebtedness" means: (a) all obligations of the Company, now or hereafter existing, under or in respect of the Senior Credit Agreement (including the Material Loan Documents, as defined therein), whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including, without limitation, any fees, premiums, expenses, 7 reimbursement obligations with respect to letters of credit and indemnities), whether outstanding on the date of the Indenture or thereafter created, incurred or assumed; and (b) the principal of, premium, if any, and interest on all other Indebtedness of the Company (other than the Securities), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Securities. Notwithstanding the foregoing, "Senior Indebtedness" shall not include: (i) Indebtedness evidenced by the Securities; (ii) Indebtedness of the Company that is expressly subordinated in right of payment to any Indebtedness of the Company, including its 4 1/2% Convertible Subordinated Notes due 2005 and its 4 1/4% Convertible Subordinated Notes due 2008; (iii) Indebtedness of the Company that by operation of law is subordinate to any general unsecured obligations of the Company; (iv) Indebtedness of the Company to the extent incurred in violation of any covenant prohibiting the incurrence of Indebtedness under this Indenture; (v) any liability for federal, state or local taxes or other taxes, owed or owing by the Company; (vi) accounts payable or other liabilities owed or owing by the Company to trade creditors (including guarantees thereof or instruments evidencing such liabilities); (vii) amounts owed by the Company for compensation to employees or for services rendered to the Company; (viii) Indebtedness of the Company to any Subsidiary or any other Affiliate of the Company or any of such Affiliate's Subsidiaries; (ix) Capital Stock of the Company; (x) Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness; and (xi) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code is without recourse to the Company or any Restricted Subsidiary. "Series" or "Series of Securities" means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 8 "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof. "Stated Maturity," means, when used with respect to any note or any installment of interest thereon, the date specified in such note as the fixed date on which the principal of such Security or such installment of interest is due and payable, and, when used with respect to any other Indebtedness, means the date specified in the instrument governing such indebtedness as the fixed date on which the principal of such indebtedness or any installment of interest thereon is due and payable. "Subordinated Indebtedness" means Indebtedness of the Company or a Subsidiary Guarantor that is expressly subordinated in right of payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be. "Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof or (ii) any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding partnership or similar interests or has the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof. "Subsidiary Guarantee" means a guarantee of a Guarantor pursuant to Article XII hereof, if any. "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "TIA" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. "Unrestricted Subsidiary", with respect to any Series of Securities, has the meaning assigned to it in the supplemental indenture relating to that Series of Securities. "U.S. Government Obligations" means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a 9 depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. "Voting Stock" means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of any Person (irrespective of whether or not, at the time, stock of any other class or classes shall have, or might have voting power by reason of the happening of any contingency). Section 1.2. Other Definitions.

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

Section 1.3. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 10 "Commission" means the SEC. "indenture securities" means the Securities and the Subsidiary Guarantees, if any. "indenture security holder" means a Holder or a Securityholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company, the Guarantors, if any, and any successor obligor upon the Securities or any Subsidiary Guarantee, as the case may be. All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined. Section 1.4. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d) words in the singular include the plural, and in the plural include the singular; (e) provisions apply to successive events and transactions; and (f) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time. ARTICLE II. THE SECURITIES Section 2.1. Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers' Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers' Certificate or supplemental 11 indenture may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture. Section 2.2. Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1, and either as to such Securities within the Series or as to the Series generally, in the case of Subsections 2.2.2 through 2.2.21) by a Board Resolution, a supplemental indenture or an Officers' Certificate pursuant to authority granted under a Board Resolution: 2.2.1 the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 2.2.2 the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 2.2.3 any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6, or any applicable provision of a supplemental indenture); 2.2.4 the date or dates on which the principal of the Securities of the Series is payable; 2.2.5 the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 2.2.6 the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method of such payment, if by wire transfer, mail or other means; 2.2.7 if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 2.2.8 the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at 12 which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 2.2.9 the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 2.2.10 if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 2.2.11 the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 2.2.12 if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 2.2.13 the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency; 2.2.14 the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made; 2.2.15 if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 2.2.16 the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 2.2.17 the provisions, if any, relating to any security provided for the Securities of the Series; 2.2.18 any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 2.2.19 any addition to or change in the covenants set forth in Article IV or V which applies to Securities of the Series; 13 2.2.20 any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series); and 2.2.21 any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein. All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers' Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers' Certificate. Section 2.3. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. An Officer of each Guarantor shall sign the Subsidiary Guarantee, if any, for the Guarantor by manual or facsimile signature. If an Officer whose signature is on a Security or Subsidiary Guarantee, if any, no longer holds that office at the time the Security is authenticated, the Security or Subsidiary Guarantee, if any, shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers' Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers' Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers' Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers' Certificate complying with Section 10.4 and (c) an Opinion of Counsel complying with Section 10.4. 14 The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. Section 2.4. Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment ("Paying Agent"), where Securities of such Series may be surrendered for registration of transfer or exchange ("Registrar") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served ("Service Agent"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar" includes any co-registrar; the term "Paying Agent" includes any additional paying agent; and the term "Service Agent" includes any additional service agent. The Company or any Guarantor may act as Paying Agent, Registrar or Service Agent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall be subject to any obligations imposed by the provisions of the TIA. Such agreement shall implement the provisions of this Indenture that relate to such Agent. 15 The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. Section 2.5. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or premium, if any, or interest on the Series of Securities, and will notify the Trustee of any default by the Company or any Guarantors in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities, subject to Article XIII hereof, all money held by it as Paying Agent. Section 2.6. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. Section 2.7. Transfer and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6). Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange Securities of any Series selected, called or being 16 called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 2.9. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those Securities canceled by it, those Securities delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those Securities described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 17 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company, a Guarantor or an Affiliate of the Company or a Guarantor holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. Section 2.10. Treasury Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notwithstanding the foregoing, Securities of a Series that are to be acquired by the Company, any Guarantor, any Subsidiary of the Company or any Guarantor or an Affiliate of the Company or any Guarantor pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by the Company, such Guarantor, a Subsidiary of the Company or such Guarantor or an Affiliate of the Company or such Guarantor until legal title to such Securities passes to the Company, such Guarantor, such Subsidiary or such Affiliate, as the case may be. Section 2.11. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities. Section 2.12. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of 18 such canceled Securities (subject to the record retention requirement of the Exchange Act) in accordance with the Trustee's customary practice. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. Section 2.13. Defaulted Interest. If the Company and the Guarantors, if any, default in a payment of interest on a Series of Securities, the Company or any such Guarantor (to the extent of its obligations under its Subsidiary Guarantee, if any) shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Securityholders of the Series on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five Business Days prior to the payment date, in each case at the rate provided for with respect to the applicable Securities. The Company shall fix or cause to be fixed each such special record date and payment date, and shall, promptly thereafter, notify the Trustee of any such date. At least 15 days before the special record date, the Company (or the Trustee, in the name of and at the expense of the Company) shall mail to Securityholders of the Series a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Company and the Guarantors, if any, may pay defaulted interest in any other lawful manner. Section 2.14. Record Date. The record date for purposes of determining the identity of Securityholders of the Series entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be determined as provided for in TIA Section 316(c). Section 2.15. Global Securities. 2.15.1 Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers' Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or Securities. 2.15.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of this Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of this Indenture for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in 19 writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Except as provided in this Section 2.15.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 2.15.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository." 2.15.4 Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. 2.15.5 Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 2.15.6 Consents, Declaration and Directions. Except as provided in Section 2.15.5, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. Section 2.16. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP number. 20 ARTICLE III. REDEMPTION Section 3.1. Notice to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice to the Trustee at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee), which notice shall be in the form of an Officers' Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities of a Series to be redeemed and (iv) the redemption price. Section 3.2. Selection of Securities to Be Redeemed. If less than all of any Series of Securities are to be redeemed at any time, the Trustee shall select the Securities of the Series to be redeemed among the applicable Holders of such Series in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate, provided that no Securities of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Securities not previously called for redemption. The Trustee shall promptly notify the Company in writing of the Securities of the Series selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Securities and portions of Securities selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Securities of a Holder are to be redeemed, the entire outstanding amount of Securities held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. Section 3.3. Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers' Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and, if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. 21 The notice shall identify the Securities of the Series to be redeemed (including the CUSIP numbers, if any) and shall state: (a) the redemption date; (b) the redemption price (including accrued interest to, but excluding, the redemption date); (c) if any Security of the Series called for redemption is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; (d) the name and address of the Paying Agent; (e) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price; (f) that, unless the Company defaults in the making of such redemption payment, interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; and (g) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. Section 3.4. Effect of Notice of Redemption. Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. On and after the redemption date, unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Securities of a Series called for called for redemption and all rights of Holders with respect to such Securities will terminate except for the right to receive payment of the redemption price upon surrender for redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to but excluding the redemption date. Section 3.5. Deposit of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. If the Company complies with the provisions of the preceding sentence, on and after the redemption date, interest shall cease to accrue on the Securities or the portions of Securities called for redemption, whether or not such Securities are 22 presented for payment. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the first sentence of this paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided with respect to such Security. Section 3.6. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE IV. COVENANTS Section 4.1. Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. Section 4.2. SEC Reports. The Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty to review such documents for purposes of determining compliance with any provisions of this Indenture. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Section 4.3. Compliance Certificate. The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company and within 45 days of each fiscal quarter of the Company, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default 23 or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge). The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, within five Business Days of the occurrence of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. Section 4.4. Stay, Extension and Usury Laws. Each of the Company and the Guarantors, if any, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and each of the Company and the Guarantors, if any, hereby expressly waives (to the extent it may lawfully do so) all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. Section 4.5. Corporate Existence. Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in accordance with the respective organizational documents of each Significant Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Significant Subsidiary, if an Officer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders. Section 4.6. Taxes. The Company shall, and shall cause each of its Subsidiaries to, pay prior to delinquency all material taxes, assessments and governmental levies, except (i) as contested in good faith and by appropriate proceedings or (ii) when the nonpayment of which would not materially adversely affect the business, condition (financial or otherwise), operations, performance or properties of the Company and its Subsidiaries taken as a whole. Section 4.7. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where the Securities of any Series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of such Securities and this Indenture may be served. The Company shall give prompt written notice 24 to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Securities of any Series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.4 hereof. ARTICLE V. SUCCESSORS Section 5.1. When Company May Merge, Etc. The Company shall not consolidate with or merge into, or convey, transfer or lease all or substantially all of its properties and assets to, any Person (a "Successor Person"), unless: (a) the Successor Person (if any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company's obligations on the Securities and under this Indenture pursuant to a supplemental indenture in form reasonably acceptable to the Trustee; and (b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing. The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. Section 5.2. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under this Indenture with the same effect as if such Successor 25 Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition shall not be released from the obligation to pay the principal of and interest, if any, on the Securities, except in the case of a sale of all the Company's assets that meets the requirements of Section 5.1 hereof. ARTICLE VI. DEFAULTS AND REMEDIES Section 6.1. Events of Default. "Event of Default," wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers' Certificate, it is provided that such Series shall not have the benefit of said Event of Default: (a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days (whether or not prohibited by the subordination provisions of Article XIII hereof); or (b) default in the payment of the principal of, or premium, if any, on any Security of that Series (whether or not prohibited by the subordination provisions of Article XIII hereof) when the same becomes due and payable at Maturity, upon redemption (including in connection with an offer to purchase) or otherwise; or (c) default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or (d) default in the performance or breach of any covenant or warranty of the Company or any Guarantor in this Indenture (other than a covenant or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee now exists or shall be created hereafter if (i) such default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the payment of such Indebtedness at final maturity of such Indebtedness, (ii) the principal amount of such Indebtedness that has been accelerated or not paid at maturity, together with the principal amount of any other Indebtedness that has been accelerated or not paid at maturity, exceeds $10 million and (iii) such indebtedness is not discharged or such acceleration is not rescinded or annulled within 30 days after written notice to the 26 Company by the holder or holders of such indebtedness in the manner provided for in the applicable debt instrument; or (f) the Company or any Guarantor that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) admits in writing that it generally is unable to pay its debts as the same become due; or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case, (ii) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any of its Significant Subsidiaries, and the order or decree remains unstayed and in effect for 60 days; or (h) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate, in accordance with Section 2.1. Section 6.2. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(f) or (g)), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of, premium, if any, and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), premium, if any, and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 27 6.1(f) or (g) shall occur and is continuing, the principal amount (or specified amount) of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind such declaration and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue interest, if any, on all Securities of that Series, (ii) all unpaid principal of and premium, if any, on any Securities of that Series that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (iii) to the extent that payment of such interest is lawful, interest upon any overdue interest and overdue principal at the rate or rates prescribed therefor in such Securities, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal of, premium, if any, or interest on the Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of principal of any Security at the Maturity thereof, or 28 (c) default is made in the deposit of any sinking fund payment when and as due by the terms of a Security, then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal, premium, if any, or any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. Section 6.4. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event 29 that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.5. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. Section 6.6. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: First: To the payment of all amounts due the Trustee under Section 7.7; Second: to the holders of Senior Indebtedness of the Company or a Guarantor, as the case may be, to the extent required by Article XIII hereof; Third: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and Fourth: To the Company. Section 6.7. Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series; 30 (b) the Holders of not less than 25% in aggregate principal amount of the outstanding Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. Section 6.8. Unconditional Right of Holders to Receive Principal and Interest. Subject to Articles XII and XIII hereof, notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 6.9. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or 31 otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 6.12. Control by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. Section 6.13. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities of any Series may, on behalf of the Holders of all the Securities of such Series, waive any past Default hereunder with respect to such Series and its consequences, except a Default or Event of Default in the payment of the principal of, premium, if any, or interest on any Security of such Series, or in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Security of any Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 32 Section 6.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). ARTICLE VII. TRUSTEE Section 7.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. (b) Except during the continuance of an Event of Default: (i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. (ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers' Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers' Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers' Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) This paragraph does not limit the effect of paragraph (b) of this Section. (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 33 (iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. Section 7.2. Rights of Trustee. (a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers. (e) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection 34 in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is given to the Trustee in accordance with Section 10.2. (i) The Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any Person authorized to sign an Officers' Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. Section 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. Section 7.4. Trustee's Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 35 Section 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series notice of the Default or Event of Default within 10 days after it occurs and, if any Bearer Securities are outstanding, publish on one occasion, in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. Section 7.6. Reports by Trustee to Holders. Within 60 days after January 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such January 15, in accordance with, and to the extent required under, TIA Section 313. A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange or of any delisting thereof. Section 7.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its services as the Company and the Trustee shall agree in writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee or any predecessor Trustee and their agents (including the cost of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person)) against any and all loss, damages, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of their duties under this Indenture as Trustee or agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably 36 withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee due to its own negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f) or (g) (or any comparable provisions set forth in a supplemental indenture) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. Section 7.8. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company in writing. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee with respect to Securities of one or more Series if: (a) the Trustee fails to comply with Section 7.10; (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (c) a Custodian or public officer takes charge of the Trustee or its property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then 37 outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee. If the Trustee with respect to the Securities of any one or more Series fails to comply with Section 7.10, any Securityholder of the applicable Series, who has been a Securityholder for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under Section 7.7 hereof shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to such replacement. Section 7.9. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. Section 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b). Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Sections 311(a) to the extent indicated. 38 ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of a Series and related Subsidiary Guarantees upon compliance with the conditions set forth below in this Article. Section 8.2. Legal Defeasance and Discharge. Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section, each of the Company and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Securities of such Series and related Subsidiary Guarantees on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of such Series, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this Indenture as it relates to such Securities (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Securities of such Series to receive solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due, (b) the Company's and Guarantors' obligations with respect to such Securities under Article II hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's and the Guarantors' obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. Section 8.3. Covenant Defeasance. Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3, each of the Company and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from their respective obligations under the covenants specified pursuant to Section 2.2 hereof and the covenants specified in Sections 4.2, 4.3 and Article V hereof with respect to the outstanding Securities of such Series and related Subsidiary Guarantees, if any, on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and such Securities shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes). For this purpose, 39 Covenant Defeasance means that, with respect to the outstanding Securities of such Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture, such Securities and the related Subsidiary Guarantees, if any, shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3 hereof, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(c) through 6.1(e) and 6.1(h) hereof (or any comparable provisions set forth in a supplemental indenture) shall not constitute Events of Default. Section 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 hereof to the outstanding Securities of such Series: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities of such Series on the Stated Maturity or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, or interest on the outstanding Securities of such Series; (b) in the case of an election under Section 8.2 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.3 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States (which counsel may be an employee of the Company or any Subsidiary of the Company) reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same 40 amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or, insofar as Sections 6.1(f) and 6.1(g) hereof (or any comparable provisions set forth in a supplemental indenture) are concerned, at any time in the period ending on the 91st day after the date of deposit (or greater period of time in which any such deposit of trust funds may remain subject to Bankruptcy Law insofar as those apply to the deposit by the Company); (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (h) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Section 8.5. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company and the Guarantors, if any, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the 41 account of the Holders of the outstanding Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Section 8.6. Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance and remaining unclaimed for two years after such principal, and premium, if any, or interest, if any, have become due and payable shall be paid to the Company at its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture, the Securities of such Series and the related Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest, if any, on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. Section 8.8. Discharge. This Indenture will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Securities as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at 42 the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (a) either (i) all the Securities theretofore authenticated and delivered (other than destroyed, lost or stolen Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation or (ii) all Securities not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) will become due and payable at Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Securities to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or redemption date, as the case may be, (b) the Company has paid or caused to be paid all sums payable under this Indenture by the Company, and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. ARTICLE IX. AMENDMENTS AND WAIVERS Section 9.1. Without Consent of Holders. The Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder: (a) to cure any ambiguity, defect or inconsistency; (b) to comply with Article V; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to make any change that does not materially adversely affect the rights of any Securityholder; (e) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 43 Section 9.2. With Consent of Holders. The Company, the Guarantors, if any, and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. Section 9.3. Limitations. Without the consent of each Securityholder affected, an amendment or waiver may not: (a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (b) reduce the rate of or change the time for payment of interest on any Security; (c) reduce the principal of or change the Stated Maturity of any Security or alter any of the provisions with respect to the redemption of the Security in a manner adverse to the Holders of the Security; (d) waive a Default or Event of Default in the payment of the principal of or premium, if any, or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); (e) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security; 44 (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Securities of any Series to receive payments of principal of or premium, if any, or interest on such Security; (g) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities; or (h) make any change in the foregoing amendment and waiver provisions. Section 9.4. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. Section 9.5. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. Any amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security. Section 9.6. Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. Section 9.7. Trustee to Sign Amendments; Trustee Protected. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel and Officers' Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. 45 ARTICLE X. MISCELLANEOUS Section 10.1. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. Section 10.2. Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others' addresses: If to the Company or any Guarantor: Province Healthcare Company 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Telecopier No.: (615) 370-1259 Attention: General Counsel With a copy to: Waller Lansden Dortch & Davis, PLLC 511 Union Street, Suite 2100 Nashville, Tennessee 37219 Telecopier No.: (615) 244-6804 Attention: L. Hunter Rost, Jr. If to the Trustee: U.S. Bank Trust National Association Telecopier No.: (212) 509-3394 Attention: Corporate Trust The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. The Company agrees that, upon receipt of notice of a change of the address of the Trustee, it will promptly provide a copy of such notice to any trustee or other representative of holders of Senior Indebtedness. All notices and communications (other than those sent to Securityholders) must reference the Securities and this Indenture and shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next 46 Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Securityholder shall be mailed by first class mail, or by overnight air courier guaranteeing next day delivery, to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company or any Guarantor mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. Section 10.3. Communication by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Guarantors, if any, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). Section 10.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Guarantor to the Trustee to take any action under this Indenture, the Company or such Guarantor shall furnish to the Trustee: (a) an Officers' Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Section 10.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (a) a statement that the Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 47 (c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. Section 10.6. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. Section 10.7. Legal Holidays. Unless otherwise provided by Board Resolution, Officers' Certificate or supplemental indenture for a particular Series, a "Legal Holiday" is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. Section 10.8. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Securities of any Series, any Subsidiary Guarantee, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities of any Series, by accepting a Security and related Subsidiary Guarantees, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Series of Securities and any Subsidiary Guarantees. Section 10.9. Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Section 10.10. Governing Laws. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. 48 Section 10.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. Section 10.12. Successors. All agreements of the Company and the Guarantors, if any, in this Indenture and the Securities and the Subsidiary Guarantees, if any, shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. Section 10.13. Severability. In case any provision in this Indenture, the Securities or the Subsidiary Guarantees, if any, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 10.14. Table of Contents, Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Section 10.15. Securities in a Foreign Currency or in ECU. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars (including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon 49 consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and all Holders. Section 10.16. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series from one currency (the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, in which case, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a Legal Holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. ARTICLE XI. SINKING FUNDS Section 11.1. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series as and to the extent established by the terms of such Securities, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 50 The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a "mandatory sinking fund payment" and any other amount provided for by the terms of Securities of such Series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series. Section 11.2. Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers' Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. Section 11.3. Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officers' Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers' Certificate or 51 supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. ARTICLE XII. SUBSIDIARY GUARANTEES Section 12.1. Subsidiary Guarantee. Each Subsidiary of the Company that, in accordance with the terms of any Securities of a Series issued hereunder pursuant to any supplemental indenture relating to such Securities, is required to become party to this Indenture as a guarantor (each, a "Guarantor"), hereby, jointly and severally, unconditionally guarantees to each Holder of a Security of a Series that is to be guaranteed and that has been authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest, if any, on the Securities will be promptly paid by the Company in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any, on the Securities, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid by the Company in full or performed by the Company, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same will be promptly paid by the Company in full when due or performed by the Company in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due by the Company of any amount so guaranteed or any performance so guaranteed which failure continues for three days after demand therefor is made to the Company for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor who executes a Subsidiary Guarantee hereunder agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor who executes a Subsidiary Guarantee hereunder agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor who executes a Subsidiary Guarantee hereunder waives diligence, presentment, demand of payment (except as specifically provided in the preceding paragraph), filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands (except as specifically provided in the preceding paragraph) whatsoever and covenants that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. 52 If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor who executes a Subsidiary Guarantee hereunder agrees that it shall not be entitled to any right of subrogation in relation to the Holders, in respect of any obligations guaranteed hereby, until payment in full of all obligations guaranteed hereby. Each Guarantor who executes a Subsidiary Guarantee hereunder further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated, as provided in Article VI hereof or as may be provided in any supplemental indenture hereto, for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof or as may be provided in any supplemental indenture hereto, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee, failing payment when due by the Company which failure continues for three days after demand therefor is made to the Company. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. Section 12.2. Limitation on Guarantor Liability. Each Guarantor who executes a Subsidiary Guarantee hereunder, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Subsidiary Guarantee and this Article shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Section 12.3. Execution and Delivery of Subsidiary Guarantee. To evidence the Subsidiary Guarantees set forth in Section 12.1, the Company hereby agrees to cause a notation of such Subsidiary Guarantee endorsed by manual or facsimile signature by an Officer of each Guarantor on each Note authenticated and delivered by the Trustee and that a supplemental indenture shall be executed on behalf of each Guarantor by its President, Executive or Senior Vice President, Treasurer or one of its Vice Presidents. The Company shall cause all future Guarantors to execute a supplemental indenture. 53 Each Guarantor who executes a Subsidiary Guarantee hereunder agrees that its Subsidiary Guarantee set forth in Section 12.1 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on any supplemental indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid and obligatory nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. ARTICLE XIII. SUBORDINATION Section 13.1. Agreement to Subordinate. The Company and the Trustee each agrees, and each Holder by accepting a Security agrees, that the principal, premium, if any, interest, Additional Amounts, if any, and other payment obligations of any kind evidenced by the Securities and this Indenture (including any obligations to repurchase the Securities) are subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. Section 13.2. Liquidation; Dissolution; Bankruptcy. In the event of any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relating to the Company or to its assets, or any liquidation, dissolution or other winding-up of the Company, whether voluntary or involuntary, or any assignment for the benefit of creditors or other marshaling of assets or liabilities of the Company, the holders of Senior Indebtedness will be entitled to receive payment in full in cash or Cash Equivalents of all Senior Indebtedness, or provision shall be made for such payment in full, before the Holders of Securities will be entitled to receive any payment or distribution of any kind or character (other than any payment or distribution in the form of equity securities or subordinated securities of the Company or any successor obligor which, in the case of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the Securities are so subordinated (such equity securities or subordinated securities are hereinafter referred to as "Permitted Junior Securities") and any payment made pursuant to the provisions described in Article VIII from monies or U.S. Government Obligations previously deposited with the Trustee) on account of principal of, or premium, if any, interest, Additional Amounts, if any, or any other payment obligations (including any obligation to repurchase the Securities) on the Securities; and any payment or distribution of assets of the Company of any kind or character, whether in cash, property or 54 securities (other than a payment or distribution in the form of Permitted Junior Securities and payments made pursuant to the provisions described in Article VIII from monies or U.S. Government obligations previously deposited with the Trustee), by set-off or otherwise, to which the Holders of the Securities or the Trustee would be entitled but for the provisions of this Article shall be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. Section 13.3. Default on Designated Senior Indebtedness. (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior Securities and payments made pursuant to the provisions described in Article VIII from monies or U.S. Government Obligations previously deposited with the Trustee), may be made by or on behalf of the Company on account of principal of, premium, if any, interest or Additional Amounts, if any, on the Securities or on account of the purchase, redemption or other acquisition of Securities upon the occurrence of any default in payment (whether at Stated Maturity, upon scheduled installment, by acceleration or otherwise) of principal of, premium, if any, or interest on Designated Senior Indebtedness beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents. (b) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior Securities and payments made pursuant to the provisions described in Article VIII from monies or U.S. Government Obligations previously deposited with the Trustee), may be made by or on behalf of the Company on account of principal of, premium, if any, interest or Additional Amounts, if any, on the Securities or on account of the purchase, redemption or other acquisition of Notes for the period specified below (a "Payment Blockage Period") upon the occurrence of any default or event of default with respect to any Designated Senior Indebtedness (other than any Payment Default) pursuant to which the maturity thereof may be accelerated (a "Non-Payment Default") and receipt by the Trustee of written notice thereof from the trustee or the representative of holders of Designated Senior Indebtedness. The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from the trustee or the representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (i) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); 55 (ii) the date on which such Non-Payment Default is cured or waived; (iii) the date on which such Designated Senior Indebtedness is discharged or paid in full; or (iv) the date on which such Payment Blockage Period shall have been terminated by written notice to the Trustee or the Company from the trustee or such other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Securities, including any missed payments. In any event, not more than one Payment Blockage Period may be commenced during any period of 365 consecutive days. No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or can be made, the basis for the commencement of a subsequent Payment Blockage Period, unless such Non-Payment Default has been cured or waived for a period of not less than 90 consecutive days subsequent to the commencement of such initial Payment Blockage Period. Section 13.4. Acceleration of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. Section 13.5. When Distribution Must Be Paid Over. In the event that, notwithstanding the provisions of Section 13.2 or 13.3, any payment or distribution shall be received by the Trustee or any Holder of Securities which is prohibited by such provisions, then such payment shall be held by the Trustee or such Holder in trust for the benefit of, and shall be paid over and delivered by the Trustee or such Holder of Securities, as the case may be, to the trustee or any other representative of holders of Senior Indebtedness, as their interest may appear, for application to Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article, except if such payment is made as a result of the bad faith, willful misconduct or negligence of the Trustee. Section 13.6. Notice by the Company. The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any obligations with respect to the Securities to violate this Article, but failure to give such notice shall not affect the subordination of the Securities to the Senior Indebtedness as provided in this Article. 56 Section 13.7. Subrogation. After all Senior Indebtedness is paid in full in cash or Cash Equivalents and until the Securities are paid in full, Holders of Securities shall be subrogated (equally and ratably with all other Indebtedness pari passu in right of payment with the Securities) to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders of Securities have been applied to the payment of Senior Indebtedness. Section 13.8. Relative Rights. This Article defines the relative rights of Holders of Securities and holders of Senior Indebtedness. Nothing in this Indenture shall: (i) impair, as between the Company and Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; (ii) affect the relative rights of Holders of Securities and creditors of the Company other than their rights in relation to holders of Senior Indebtedness; or (iii) prevent the Trustee or any Holder of Securities from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders of Securities. If the Company fails because of this Article XIII to pay principal of or interest on a Security on the due date, the failure is still a Default or Event of Default. Section 13.9. Subordination May Not Be Impaired by the Company. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture. The Trustee and Holders agree that they will not challenge the validity, enforceability or perfection of any Senior Indebtedness or the liens, guarantees and security interests securing the same and that as between the holders of the Senior Indebtedness on the one hand and the Trustee and Holders on the other, the terms hereof shall govern even if all or part of the Senior Indebtedness or such liens and security interests are voided, disallowed, subordinated, set aside or otherwise invalidated in any judicial proceeding or otherwise, regardless of the theory upon which such action is premised. Without in any way limiting the generality of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, the Senior Credit Agreement or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding or secured; (b) sell, exchange, release, foreclose against or otherwise deal with any property pledged, mortgaged or otherwise 57 securing Senior Indebtedness; (c) release any Person liable in any manner for the collection of Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company, any Subsidiary thereof or any other Person. Section 13.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of any Senior Indebtedness, the distribution may be made and the notice given to their representative. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders of Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such representative(s) or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, all holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. Section 13.11. Rights of Trustee and Paying Agent. Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office at least one Business Day prior to the date of such payment written notice of facts that would cause the payment of any obligations with respect to the Securities to violate this Article. Only the trustee or another representative of holders of Senior Indebtedness may give the notice. Nothing in this Article shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.7. The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. Section 13.12. Authorization to Effect Subordination. Each Holder of Securities, by the Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article and the subordination of the Subsidiary Guarantees as provided in Section 13.14, and appoints the Trustee to act as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company or any Subsidiary (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise), the filing of a claim for the unpaid balance of its Securities in the form required in those proceedings. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.4 at least 30 days before the expiration of the time to file such claim, the 58 representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities. Section 13.13. Amendments. The provisions of this Article (including, without limitation, any definitions or other sections included by reference or incorporation or the terms and conditions of the Subsidiary Guarantees and the subordination thereof) shall not be amended or modified without the written consent of the holders of all Senior Indebtedness. Section 13.14. Subordination of Subsidiary Guarantees. The obligations of any Subsidiary Guarantor under its executed Subsidiary Guarantee pursuant to Article XII of the Indenture shall be junior and subordinated to the prior payment in full in cash and Cash Equivalents of all Indebtedness under the Senior Credit Agreement (including the Material Loan Documents as defined therein) and any indebtedness of such Subsidiary Guarantor which is senior in right of payment to such executed Subsidiary Guarantee, on the same basis as the Securities are junior and subordinated to Senior Indebtedness of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to the Indenture, including Sections 13.1 through 13.13 of the Indenture. The provisions of this Section 13.14 (including, without limitation, any definitions or other sections included by reference or incorporation or the terms and conditions of any Subsidiary Guarantees) shall not be amended or modified without the written consent of the holders of all Indebtedness under the Senior Credit Agreement (including the Material Loan Documents as defined therein) and any indebtedness of any Subsidiary Guarantor which is senior in right of payment to an executed Subsidiary Guarantee. 59 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date and year first written above. PROVINCE HEALTHCARE COMPANY By: /s/ John M. Rutledge --------------------------------------------- Name: John M. Rutledge Title: President and Chief Operating Officer U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Adam Berman --------------------------------------- Name: Adam Berman Title: Trust Officer 60 EX-4.2 4 g84259exv4w2.txt EX-4.2 FIRST SUPPLEMENTAL INDENTURE 05/27/03 Exhibit 4.2 ================================================================================ PROVINCE HEALTHCARE COMPANY AND U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee 7 1/2% Senior Subordinated Notes due 2013 FIRST SUPPLEMENTAL INDENTURE Dated as of May 27, 2003 TO SUBORDINATED INDENTURE Dated as of May 27, 2003 ================================================================================ TABLE OF CONTENTS

Page ---- Article I. DEFINITIONS.................................................................. 1 Section 1.1. DEFINITIONS........................................................... 1 Article II. FORM AND TERMS OF THE NOTES................................................. 14 Section 2.1. FORM AND DATING....................................................... 14 Section 2.2. EXECUTION AND AUTHENTICATION.......................................... 15 Section 2.3. DEPOSITORY AND PAYING AGENT FOR NOTES................................. 15 Section 2.4. TRANSFER AND EXCHANGE OF NOTES........................................ 15 Section 2.5. REDEMPTION............................................................ 16 Section 2.6. COVENANTS............................................................. 17 Section 2.7. SUCCESSORS............................................................ 33 Section 2.8. DEFAULTS AND REMEDIES................................................. 35 Section 2.9. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................. 37 Section 2.10. AMENDMENTS............................................................ 39 Section 2.11. SUBSIDIARY GUARANTEES................................................. 42 Section 2.12. SUBORDINATION......................................................... 42 Article III. MISCELLANEOUS.............................................................. 42 Section 3.1. EFFECT OF HEADINGS.................................................... 42 Section 3.2. SUCCESSORS AND ASSIGNS................................................ 42 Section 3.3. SEPARABILITY CLAUSE................................................... 42 Section 3.4. GOVERNING LAW......................................................... 43 Section 3.5. FIRST SUPPLEMENT TO SUPERSEDE BASE INDENTURE.......................... 43 EXHIBITS Exhibit A FORM OF NOTES Exhibit B FORM OF SUPPLEMENTAL INDENTURE

i THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 27, 2003 ("First Supplemental Indenture"), is by and between PROVINCE HEALTHCARE COMPANY, a Delaware corporation (the "Company"), having its principal office at 105 Westwood Place, Brentwood Tennessee 37027, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"), having its principal corporate trust office at 100 Wall Street, 16th Floor, New York, NY 10005. WITNESSETH: WHEREAS, the Company and U.S. Bank Trust National Association, acting as trustee, executed and delivered a Subordinated Indenture, dated as of May 27, 2003 (the "Base Indenture," and, as supplemented by this First Supplemental Indenture, the "Indenture"), to provide for the issuance by the Company from time to time of Securities to be issued in one or more series as provided in the Base Indenture; WHEREAS, the issuance and sale of up to $200,000,000 aggregate principal amount of a series of the Company's Securities (the "Notes") have been authorized by resolutions adopted by the Board of Directors of the Company on May 1, 2003 and May 21, 2003; WHEREAS, the Company desires to issue and sell $200,000,000 aggregate principal amount of the Notes on the date hereof; WHEREAS, the Company desires to enter into this First Supplemental Indenture pursuant to Section 2.2 of the Base Indenture to supplement the Base Indenture to establish the form and terms of the Notes; and NOW, THEREFORE, for and in consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the parties hereto hereby enter into this First Supplemental Indenture, for the equal and proportionate benefit of all Holders of Notes, as follows: ARTICLE I. DEFINITIONS Section 1.1. DEFINITIONS. (a) All of the terms used in this First Supplemental Indenture which are defined in the Base Indenture shall have the meanings specified in the Base Indenture, unless otherwise defined herein (in which case they shall have the meanings defined herein for the purposes of the Base Indenture as well as for the First Supplemental Indenture) or unless the context otherwise requires, and for the purposes of this First Supplemental Indenture, the following terms have the meanings set forth in this Section: "Acquired Indebtedness" means Indebtedness of a Person (a) existing at the time such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or (b) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, as the case may be. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Restricted Subsidiary. "Additional Notes" means such amount of the Company's 7 1/2% Senior Subordinated Notes due 2013 (other than the Initial Notes) as the Company may issue from time to time under the Indenture in accordance with Section 2.2 hereof as part of the same series as the Initial Notes. "Agent Members" means members of, or participants in, the Depository. "Asset Sale" means any sale, issuance, conveyance, transfer, assignment, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a "transfer"), directly or indirectly, in one transaction or a series of related transactions, of (a) any Capital Stock of any Restricted Subsidiary, (b) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary, or (c) any other properties or assets of the Company or any Restricted Subsidiary other than in the ordinary course of business. For the purposes of this definition, the term "Asset Sale" shall not include any transfer of properties or assets (i) that is governed by the provisions of Section 5.1 of the Indenture, (ii) by the Company to any wholly owned Restricted Subsidiary, or by any Restricted Subsidiary to the Company or any wholly owned Restricted Subsidiary in accordance with the terms hereof, (iii) pursuant to a Hospital Swap, (iv) with an aggregate Fair Market Value of less than $10,000,000, (v) that are obsolete, damaged or worn out equipment or inventory that is no longer useful in the conduct of the Company's or its Subsidiaries' business and that is disposed of in the ordinary course of business, or constituting a Restricted Payment that is permitted to be made, and is made, in compliance with Section 4.8 of the Indenture. "Average Life" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (i) the number of years from the date of determination to the date or dates of each successive scheduled principal payment (including, without limitation, any sinking fund requirements) of such Indebtedness multiplied by (ii) the amount of each such principal payment by (b) the sum of all such principal payments. "Change in Control" means the occurrence of any of the following events: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total outstanding Voting Stock of the Company; (b) the Company consolidates with, or merges with or into, another Person or conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, the Company, in any such 2 event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction (i) where the outstanding Voting Stock of the Company is not converted or exchanged at all (except to the extent necessary to reflect a change in the jurisdiction of incorporation of the Company) or is converted into or exchanged for (A) Voting Stock (other than Redeemable Capital Stock) of the surviving or transferee corporation and/or (B) cash, securities and other property (other than Capital Stock of the surviving or transferee corporation) in an amount that could be paid by the Company as a Restricted Payment as described under, or is otherwise not prohibited by, Section 4.8 of the Indenture and (ii) immediately after such transaction, no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total outstanding Voting Stock of the surviving or transferee corporation; (c) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors, or whose nomination for election by the stockholders of the Company, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or (d) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under Section 5.1 of the Indenture. "Consolidated Adjusted Net Income" means, for any period, the consolidated net income (or loss) of the Company and all Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted by excluding, without duplication, (a) any net after-tax extraordinary gains or losses (less all fees and expenses relating thereto), (b) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, (c) the portion of net income (or loss) of any Person (other than the Company or a Restricted Subsidiary), including Unrestricted Subsidiaries, 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 dividends or distributions during such period, (d) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the date of determination permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders and (e) for purposes of calculating Consolidated Adjusted Net Income under Section 4.8 of the Indenture any net income (or loss) from any Restricted Subsidiary while it was an Unrestricted Subsidiary at any time during such period other than any amounts actually received from such Restricted Subsidiary during such period. "Consolidated EBITDA" of the Company means, for any period, the sum of Consolidated Adjusted Net Income and, to the extent deducted in computing Consolidated Adjusted Net Income, Consolidated Interest Expense, Consolidated Income Tax Expense and 3 Consolidated Non-Cash Charges, less all non-cash items increasing Consolidated Adjusted Net Income, in each case, for such period. "Consolidated Fixed Charge Coverage Ratio" of the Company means, for any period, the ratio of (a) the sum of Consolidated Adjusted Net Income and, to the extent deducted in computing Consolidated Adjusted Net Income, Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash Charges, less all non-cash items increasing Consolidated Adjusted Net Income, in each case, for such period to (b) the sum of (i) Consolidated Interest Expense, (ii) cash dividends due (whether or not declared) on Preferred Stock of the Company or any Restricted Subsidiary and (iii) non-cash dividends due (whether or not declared) on Redeemable Capital Stock of the Company or any Restricted Subsidiary, in each case for such period. "Consolidated Income Tax Expense" means, for any period, the provision for federal, state, local and foreign income taxes of the Company and all Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP. "Consolidated Interest Expense" means, for any period, without duplication, the sum of (a) the interest expense of the Company and its Restricted Subsidiaries for such period, including, without limitation, (i) amortization of debt discount, (ii) the net cost (benefit) of Interest Rate Agreements and Currency Agreements (including amortization of discounts), (iii) the interest portion of any deferred payment obligation, including Attributable Debt, (iv) commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers acceptance financing and similar transactions, and (v) amortization of debt issuance costs, plus (b) the interest component of Capitalized Lease Obligations of the Company and its Restricted Subsidiaries paid, accrued and/or scheduled to be paid or accrued during such period, plus (c) the interest of the Company and its Restricted Subsidiaries that was capitalized during such period, plus (d) interest on Indebtedness of another Person that is guaranteed by the Company or any Restricted Subsidiary or secured by a Lien on assets of the Company or a Restricted Subsidiary, to the extent such interest is actually paid by the Company or such Restricted Subsidiary, in each case as determined on a consolidated basis in accordance with GAAP; provided that (x) the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period, and (y) in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period; provided further that, notwithstanding the foregoing, the interest rate with respect to any Indebtedness covered by any Interest Rate Agreement shall be deemed to be the effective interest rate with respect to such Indebtedness after taking into account such Interest Rate Agreement. "Consolidated Net Worth" means, at any date, the stockholders' equity of the Company and its Restricted Subsidiaries as set forth on the most recently available quarterly or annual consolidated balance sheet of the Company and its Restricted Subsidiaries, less the amount of such stockholders' equity attributable to Redeemable Capital Stock or any equity security convertible or exchangeable for Indebtedness, the cost of treasury stock of the Company 4 and any Restricted Subsidiary, the principal amount of any promissory notes receivable from the sale of Capital Stock of the Company or any Restricted Subsidiary, in each case as determined on a consolidated basis in accordance with GAAP (excluding the effects of foreign currency adjustments under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 52). "Consolidated Non-Cash Charges" means, for any period, the aggregate depreciation, amortization, depletion and other non-cash expenses of the Company and any Restricted Subsidiary for such period, determined on a consolidated basis in accordance with GAAP (excluding any such non-cash charge that requires an accrual of or reserve for cash charges for any future period). "Convertible Subordinated Notes" means the Company's 4 1/2% Convertible Subordinated Notes due 2005 and 4 1/4% Convertible Subordinated Notes due 2008. "Definitive Notes" means Notes that are in the form of the Notes attached hereto as Exhibit A, that do not include the information called for by Section 2.15 of the Base Indenture. "Disinterested Director" means, with respect to any transaction or series of transactions in respect of which the Board of Directors is required to deliver a Board Resolution of the Board of Directors under the Indenture, a member of the Board of Directors who does not have any material direct of indirect financial interest in or with respect to such transaction or series of transactions. "Global Note" means a permanent global Note that contains the paragraph referred to in Section 2.15 of the Base Indenture and the additional Schedule of Exchanges of Notes to the form of the Note attached hereto as Exhibit A, and that is deposited with and registered in the name of the Depository. "Hospital" means a hospital, outpatient clinic, long-term care facility or other facility or business that is used or useful in or related to the provision of healthcare services (other than a medical office building). "Hospital Swap" means an exchange of assets and, to the extent necessary to equalize the value of the assets being exchanged, cash by the Company or a Restricted Subsidiary for one or more Hospitals and/or one or more Related Businesses or for 100% of the Capital Stock of any Person owning or operating one or more Hospitals and/or one or more Related Businesses, provided that cash does not exceed 25% of the sum of the amount of the cash and the Fair Market Value of the Capital Stock or assets received or given by the Company or a Restricted Subsidiary in such transaction. "Independent Financial Advisor" means a reputable accounting, appraisal or investment banking firm that, in the reasonable good faith judgment of the Board of Directors of the Company, is qualified to perform the task for which such firm has been engaged and is independent with respect to the Company. 5 "Initial Notes" means the first $200,000,000 aggregate principal amount of 7 1/2% Senior Subordinated Notes due 2013 that are issued under the Indenture, as amended or supplemented from time to time pursuant to the Indenture. "Investment" means, with respect to any Person, any direct or indirect advance, loan, guarantee or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued or owned by, any other Person and all other items that would be classified as investments on a balance sheet prepared in accordance with GAAP. "Investment" shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. "Issuance Date" means the date on which the Notes are originally issued under the Indenture. "Joint Venture EBITDA" means, for any period, the aggregate of the Consolidated EBITDA attributable to each Non-Wholly Owned Subsidiary multiplied by the percentage (expressed as a fraction) of the Capital Stock of such Non-Wholly Owned Subsidiary for which the Company or any of its wholly owned Subsidiaries does not beneficially own both economic and voting control. "Lien" means any mortgage, charge, pledge, lien (statutory or otherwise), security interest, hypothecation, assignment for security, claim, or preference of priority or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired. A Person shall be deemed to own subject to a Lien any property which such Person has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement having substantially the same economic effect as the foregoing. "Material Subsidiary" of a Person means any Restricted Subsidiary that would be a significant subsidiary of such Person, as defined in rule 1-02 of Regulation S-X under the Securities Act. "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of (a) brokerage commissions and other fees and expenses (including, without limitation, fees and expenses of legal counsel and investment banks, recording fees, transfer fees and appraiser fees) related to such Asset Sale, (b) provisions for all taxes payable as a result of such Asset Sale, (c) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties which are the subject of such Asset Sale or where such Indebtedness must by its terms, or as required by applicable law, be repaid out of the proceeds of such Asset Sale, (d) amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in or having a Lien on the assets subject to the Asset Sale, (e) all distributions and other payments 6 required to be made to non-majority interest holders in Subsidiaries as a result of such Asset Sale and (f) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Trustee. "Non-Wholly Owned Subsidiary" of the Company means any Subsidiary (i) less than 100% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by the Company or by one or more wholly owned Subsidiaries of the Company, or by the Company and one or more wholly owned Subsidiaries thereof or (ii) in which the Company, or one or more wholly owned Subsidiaries of the Company, or the Company and one or more wholly owned Subsidiaries, directly or indirectly, has less than 100% of the outstanding partnership or similar interests or does not have the power, by contract or otherwise, to direct or cause the direction of the policies, management and affairs thereof. "Note Guarantee" means any Subsidiary Guarantee by any Restricted Subsidiary in accordance with the provisions of the Indenture. "Note Guarantor" means any Person that is required after the date of the Indenture to execute a guarantee of the Notes pursuant to Section 4.17 of the Indenture until a successor replaces such party pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor; provided that, upon release and discharge of any Person from its Note Guarantee in accordance with the Indenture, such Person shall cease to be a Note Guarantor. "Notes" has the meaning assigned to it in the preamble to this First Supplemental Indenture. Unless otherwise indicated, the Initial Notes and any Additional Notes shall be treated as a single class for all purposes under the Indenture. "Permitted Indebtedness" means any of the following: (a) Indebtedness of the Company or any Restricted Subsidiary under the Senior Credit Agreement (including guarantees by the Company or any of its Restricted Subsidiaries of obligations under the Senior Credit Agreement), in an aggregate principal amount at any one time outstanding not to exceed the sum of $300,000,000 plus the amount equal to 85% of the net book value of receivables and 65% of the net book value of inventory of the Company and its Restricted Subsidiaries on a consolidated basis at the time the Indebtedness is incurred, as determined in accordance with GAAP, less the amount of any permanent reduction of the commitments under the Senior Credit Agreement repaid as provided in Section 4.11 of the Indenture; 7 (b) Capitalized Lease Obligations of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $40,000,000 at any one time outstanding; (c) Indebtedness of the Company pursuant to the Notes (other than Additional Notes); (d) Indebtedness (other than Indebtedness referred to in clauses (a), (b) and (c) of this definition) of the Company or any Restricted Subsidiary outstanding on the date hereof; (e) Indebtedness of the Company owing to any Restricted Subsidiary; provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Note Guarantor is unsecured and is subordinated in right of payment from and after such time as the notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the Notes; provided further that a disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or another Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the Company not permitted by this clause (e); (f) Indebtedness of a wholly owned Restricted Subsidiary owing to the Company or to another wholly owned Restricted Subsidiary; provided that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary and other than a pledge to the lenders under the Senior Credit Agreement) shall be deemed to be an incurrence of such Indebtedness by such Restricted Subsidiary not permitted by this clause (f); (g) guarantees of any Restricted Subsidiary made in accordance with the provisions of Section 4.17 of the Indenture; (h) obligations of the Company entered into in the ordinary course of business (i) pursuant to Interest Rate Agreements in respect of Indebtedness of the Company or any Restricted Subsidiary, which obligations do not exceed the aggregate principal amount of such Indebtedness and (ii) pursuant to Currency Agreements entered into by the Company or any of its Restricted Subsidiaries in respect of its (x) assets or (y) obligations, as the case may be, denominated in a foreign currency; (i) Indebtedness of the Company or any Restricted Subsidiary in respect of Purchase Money Obligations in an aggregate amount not to exceed $10,000,000 at any one time outstanding; (j) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, hold backs or obligations in respect of purchase 8 price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock of Restricted Subsidiaries, or contingent payment obligations incurred in connection with the acquisition of assets which are contingent on the performance of the assets acquired, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or shares of Capital Stock of such Restricted Subsidiary for the purpose of financing such acquisition, provided that the maximum allowable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries; (k) Indebtedness of the Company or any Restricted Subsidiary represented by (i) letters of credit for the account of the Company or any Restricted Subsidiary or (ii) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are intended to provide security for workers' compensation claims, payment obligations in connection with self-insurance or other similar requirements in the ordinary course of business; (l) any renewals, extensions, substitutions, refinancing or replacements (each, for purposes of this clause, a "refinancing") of any Indebtedness incurred pursuant to the first paragraph of Section 4.10 of the Indenture or referred to in clause (c) or (d) of this definition, including any successive refinancings, so long as (i) any such new Indebtedness shall be in a principal amount that does not exceed the principal amount so refinanced, plus the lesser of the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness refinanced or the amount of any premium reasonably determined as necessary to accomplish such refinancing, (ii) in the case of any refinancing by the Company of Pari Passu Indebtedness or Subordinated Indebtedness, such new Indebtedness is made pari passu with or subordinate to the Notes at least to the same extent as the Indebtedness being refinanced (provided that notwithstanding anything to the contrary in this clause (ii), in the case of a refinancing by the Company of any of its Convertible Subordinated Notes, such new Indebtedness may be incurred under the Senior Credit Agreement to the extent otherwise permitted under clause (a) of this definition), (iii) such new Indebtedness has an Average Life no shorter than the Average Life of the Indebtedness being refinanced and final Stated Maturity of principal no earlier than the final Stated Maturity of principal of the Indebtedness being refinanced and (iv) Indebtedness of the Company may only be refinanced with Indebtedness of the Company; (m) Physician Support Obligations incurred by the Company; and 9 (n) Indebtedness of the Company not otherwise permitted by the foregoing clauses (a) through (m) in an aggregate principal amount not in excess of $50,000,000 at any one time outstanding. "Permitted Investments" means any of the following: (a) Investments in Cash Equivalents; (b) Investments in the Company or any Restricted Subsidiary; (c) intercompany Indebtedness to the extent permitted under clause (e) or (f) of the definition of "Permitted Indebtedness"; (d) Investments by the Company or any Restricted Subsidiary in another Person, if as a result of such Investment (i) such other Person becomes a Restricted Subsidiary or (ii) such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its assets to, the Company or a Restricted Subsidiary; (e) bonds, notes, debentures and other securities received as consideration for Assets Sales to the extent permitted under Section 4.11 of the Indenture; (f) any Investment in a Person engaged principally in a Related Business prior to such Investment if (i) the Company would, at the time of such Investment and after giving pro forma effect thereto as if such Investment had been made at the beginning of the most recently ended four full fiscal quarter period for which consolidated financial statements are available immediately preceding the date of such Investment, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in the first paragraph under Section 4.10 of the Indenture and (ii) the aggregate amount (including cash and the book value of property other than cash, as determined by the Board of Directors of the Company) of all Investments made pursuant to this clause (f) by the Company and its Restricted Subsidiaries (determined as of the time made) does not exceed in the aggregate 15% of the Total Assets of the Company at the time the Investment is made; provided that Investments of up to $20,000,000 shall be permitted under this clause (f) without regard to the requirement of clause (i) of this clause (f); (g) Physician Support Obligations; (h) Investments made in connection with Hospital Swaps; (i) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business; 10 (j) Interest Rate Agreements and Currency Agreements permitted under Section 4.10 of the Indenture; (k) Investments existing on the Issuance Date; (l) any Investment to the extent that the consideration therefor is Qualified Capital Stock; (m) shares of Capital Stock or other securities received in settlement of debts owed to the Company or any Restricted Subsidiary as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any good faith settlement of a bankruptcy proceeding; or (n) Investments not described in clauses (a) through (m) of this definition in an aggregate amount not to exceed $20,000,000; provided that, for purposes of calculating the aggregate amount of any Investments made pursuant to this clause (n) as of any date, the aggregate amount of all Investments made pursuant to this clause (n) through such date shall be reduced in the case of a disposition of any such Investment on or prior to such date by an amount equal to the lesser of (x) the cash proceeds with respect to the disposition of any such Investment (less the cost of the disposition of such Investment and net of taxes) and (y) the initial amount of such Investment. "Permitted Joint Venture" means, with respect to any Person, (a) any corporation, association, limited liability company or other business entity (other than a partnership) 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 and more than 50% of the total equity interests is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof and (b) any partnership of which more than 50% of the general or limited partnership interests are owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof, and which in the case of each of clauses (a) and (b) is engaged in a Related Business. "Permitted Liens" means (a) Liens existing on the Issue Date; (b) Liens now or hereafter securing any Interest Rate Agreements of the Company or any Restricted Subsidiary; (c) Liens securing any Indebtedness incurred under clause (l) of the definition of "Permitted Indebtedness," the proceeds of which are used to refinance Indebtedness of the Company or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets currently securing the Indebtedness being refinanced; (d) Liens securing Acquired Indebtedness incurred by the Company and any Restricted Subsidiary and permitted under Section 4.10 of the Indenture, provided that such Liens attach solely to the assets acquired; (e) Liens securing Indebtedness owing to the Company or a Restricted Subsidiary; (f) Liens securing Purchase Money Obligations incurred in accordance with the Indenture; (g) Liens for taxes, assessments or governmental charges or claims either (i) not delinquent or (ii) contested in good faith by appropriate proceedings and as to which the Company or its Restricted Subsidiaries shall have 11 set aside on its books such reserves as may be required pursuant to GAAP; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserved or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof; (i) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations; (j) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; (k) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of the Company or any of its Restricted Subsidiaries; or (l) any interest or title of a lessor in assets or Property subject to Capitalized Lease Obligations or an operating lease of the Company or any Restricted Subsidiary. "Physician Support Obligation" means a loan to or on behalf of, or a guarantee of indebtedness of, a physician or healthcare professional providing service to patients in the service area of a Hospital or other health care facility operated by the Company or any of its Restricted Subsidiaries made or given by the Company or any Subsidiary of the Company (a) in the ordinary course of its business and (b) pursuant to a written agreement having a period not to exceed five years. "Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person. "Public Equity Offering" means an offer and sale of common stock (which is Qualified Capital Stock) of the Company made on a primary basis by the Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company). "Purchase Money Obligations" means any Indebtedness of the Company or any Restricted Subsidiary incurred to finance the acquisition or construction of any property or business (including Indebtedness incurred within 90 days following such acquisition or construction), including Indebtedness of a Person existing at the time such Person becomes a Subsidiary or assumed by the Company or a Subsidiary in connection with the acquisition of assets from such Person; provided, however, that any Lien on such Indebtedness shall not extend to any property other than the property so acquired or constructed. "Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock. 12 "Related Business" means a healthcare business affiliated or associated with a Hospital or any business related or ancillary to the provision of healthcare services or information or the investment in, or the management, leasing or operation of, a Hospital. "Restricted Subsidiary" means any Subsidiary other than an Unrestricted Subsidiary. "Total Assets" of the Company means the total consolidated assets of the Company and its Restricted Subsidiaries as shown on the most recent balance sheet of the Company. "Unrestricted Subsidiary" means (a) any Subsidiary that at the time of determination shall be an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided in Section 4.18 of the Indenture) and (b) any Subsidiary of any Unrestricted Subsidiary. (b) OTHER DEFINITIONS. The definitions of the following terms may be found in the Sections indicated as follows:

TERM DEFINED IN SECTION ---- ------------------ "Base Indenture" Preamble hereof "Change in Control Offer" 4.15 of the Indenture "Change in Control Payment" 4.15 of the Indenture "Change in Control Purchase Price" 4.15 of the Indenture "Change in Control Purchase Date" 4.15 of the Indenture "Company" Preamble hereof "Designation" 4.18 of the Indenture "Designation Amount" 4.18 of the Indenture "DTC" 2.3 hereof "Excess Proceeds" 4.11 of the Indenture "Excess Proceeds Offer" 4.11 of the Indenture "Excess Proceeds Payment" 4.11 of the Indenture "Excess Proceeds Payment Date" 4.11 of the Indenture "Event of Default" 6.1 of the Indenture "First Supplemental Indenture" Preamble hereof "incur" 4.10 of the Indenture "Indenture" Preamble hereof "Interested Persons" 4.12 of the Indenture "Replacement Assets" 4.11 of the Indenture "Restricted Payments" 4.8 of the Indenture "Revocation" 4.18 of the Indenture "Surviving Entity" 5.1 of the Indenture "Trustee" Preamble hereof

13 ARTICLE II. FORM AND TERMS OF THE NOTES Section 2.1. FORM AND DATING. (a) GENERAL. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture and the Base Indenture (or in the case of any Note Guarantor that becomes such after the date hereof, such Note Guarantor by its execution of a supplemental indenture pursuant to Section 4.17 of the 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 the Indenture, the provisions of the Indenture shall govern and be controlling. (b) GLOBAL NOTES. Notes shall be issued initially in the form of Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository at its New York office, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Service Agent, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.4 hereof. (c) BOOK-ENTRY PROVISIONS. This Section 2.1(c) shall apply only to the Global Notes deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depository or the nominee of the Depository and (ii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instructions or held by the Service Agent. 14 Agent Members shall have no rights either under the Indenture with respect to any Global Notes held on their behalf by the Depository or by the Service Agent or under such Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Notes for all purposes whatsoever. (d) DEFINITIVE NOTES. Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto. Except as provided in Section 2.15.2 of the Base Indenture, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of certificated Securities. Section 2.2. EXECUTION AND AUTHENTICATION. The Trustee shall, upon a written order of the Company signed by an Officer, authenticate up to $200,000,000 aggregate principal amount of Initial Notes and such aggregate principal amount of Additional Notes as the Company may issue from time to time. Section 2.3. DEPOSITORY AND PAYING AGENT FOR NOTES. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar, Paying Agent and Service Agent with respect to the Global Notes. Section 2.4. TRANSFER AND EXCHANGE OF NOTES. (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the Indenture and the procedures of the Depository therefor. Beneficial interests in the Global Notes may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the Global Notes. (b) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive Notes are presented by a Holder to the Registrar with a request: (x) to register the transfer of the Definitive Notes; or (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Notes presented or surrendered for register of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing. (c) CANCELLATION AND/OR ADJUSTMENT OF THE GLOBAL NOTES. At such time as all beneficial interests in a particular Global Note have been exchanged 15 for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 of the Base Indenture. 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 the Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. Section 2.5. REDEMPTION. With respect to the Notes issued under this First Supplemental Indenture, the following Sections supplement Article III of the Base Indenture: Section 3.7 Optional Redemption (a) Except as set forth in paragraph (b) of this Section 3.7, the Company shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to June 1, 2008. On or after June 1, 2008, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, 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, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1, of the years indicated below (subject to the right of Holders of record on relevant record dates to receive interest due on an interest payment date):

Year Redemption Price ---- ---------------- 2008 103.750% 2009 102.500% 2010 101.250% 2011 and thereafter 100.000%

(b) Notwithstanding the provisions of paragraph (a) of this Section 3.7, at any time and from time to time prior to June 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued hereunder within 60 days of one or more Public Equity Offerings with the net proceeds of such offering at a redemption price of 107.500% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on relevant record dates to receive interest due on an interest payment date); provided that, after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes remains outstanding. 16 (c) Any redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6. Section 3.8 Mandatory Redemption Except as set forth in Sections 4.10 and 4.15, the Company shall not be required to make mandatory redemption payments or sinking fund payments with respect to the Notes. Section 2.6. COVENANTS. (a) With respect to the Notes issued under this First Supplemental Indenture, the following Section shall replace Section 4.2 of the Base Indenture in its entirety: Section 4.2. SEC Reports. For as long as the Notes are outstanding, the Company will file on a timely basis with the SEC, to the extent such filings are accepted by the SEC and whether or not the Company has a class of securities registered under the Exchange Act, the annual reports, quarterly reports and other documents that the Company would be required to file pursuant to Section 13 or 15(d) of the Exchange Act if it were subject thereto. The Company will also be required (i) to file with the Trustee copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the SEC or the date on which the Company would be required to file such reports and documents if the Company were so required, and (ii) if filing such reports and documents with the SEC is not accepted by the SEC or is prohibited under the Exchange Act, to furnish the Trustee, and mail to each Holder of Notes, without cost to such Holder, copies of such reports and documents within 15 days after the date on which the Company otherwise would have been required to file such reports and documents. (b) With respect to the Notes issued under this First Supplemental Indenture, the following covenants are added to the end of Article IV of the Base Indenture: Section 4.8. Limitation on Restricted Payments. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, take any of the following actions: (i) declare or pay any dividend on, or make any distribution to direct or indirect holders of, any shares of the Capital Stock of the Company, including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary which is not a wholly owned Restricted Subsidiary (other than dividends or distributions payable solely in (A) shares of Qualified Capital Stock of the Company or (B) options, warrants or other rights to acquire such shares of Qualified Capital Stock); 17 (ii) purchase, redeem or otherwise acquire or retire for value, directly or indirectly, any shares of Capital Stock of the Company or any Affiliate of the Company, including, without limitation, in connection with any merger or consolidation involving the Company (other than any Capital Stock owned by the Company or any wholly owned Restricted Subsidiary) or any options, warrants or other rights to acquire such shares of Capital Stock; (iii) declare or pay any dividend, or make any distribution to holders of, any shares of Capital Stock of any Restricted Subsidiary (other than to the Company or any of its wholly owned Restricted Subsidiaries or to all holders of Capital Stock of such Restricted Subsidiary on a pro rata basis); (iv) make any principal payment on, or repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness of the Company or any Note Guarantor, or any guarantee thereof; or (v) make any Investment (other than any Permitted Investment) in any Person, (such payments or other actions described in (but not excluded from) clauses (i) through (v) are collectively referred to as "Restricted Payments") unless (1) immediately before and immediately after giving effect to such proposed Restricted Payment on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, (2) immediately before and immediately after giving effect to such Restricted Payment on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof and (3) the aggregate amount of all Restricted Payments declared or made after the date of the Indenture shall not exceed the sum of: (A) 50% of the Consolidated Adjusted Net Income of the Company (or, if such Consolidated Adjusted Net Income shall be a loss, less 100% of such loss) accrued on a cumulative basis during the period beginning on March 31, 2003 and ending on the last day of the Company's last fiscal quarter ending prior to the date of such proposed Restricted Payment, plus (B) 100% of the aggregate net cash proceeds received after the date of the Indenture by the Company as a contribution to its common equity capital or from the issuance or sale (other than to any of its Subsidiaries) of shares of Qualified Capital Stock of the Company (including upon the exercise of options, warrants or rights) or warrants, options or rights to purchase shares of Qualified Capital Stock of the Company (excluding any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes), plus (C) the aggregate net cash proceeds received after the date of the Indenture by the Company from the issuance or sale (other than to any of its 18 Subsidiaries) of debt securities or Redeemable Capital Stock that have been converted into or exchanged for Qualified Capital Stock of the Company, to the extent such securities were originally sold for cash, together with the aggregate net cash proceeds received by the Company at the time of such conversion or exchange, plus (D) to the extent that any Investment constituting a Restricted Payment that was made after the date of the Indenture is sold or is otherwise liquidated or repaid, an amount (to the extent not included in Consolidated Adjusted Net Income) equal to the lesser of (x) the cash proceeds with respect to such Investment (less the cost of the disposition of such Investment and net of taxes) and (y) the initial amount of such Investment, plus (E) an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries resulting from cash dividends, repayments of loans or advances or other transfers of assets, in each case to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries, plus (y) the portion (proportionate to the Company's equity interest in such Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, in each case since the Issuance Date; provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in any such Unrestricted Subsidiary; provided further, however, that no amount will be included under this clause (E) to the extent it is already included in Consolidated Net Income of the Company in clause (A) above. (b) Notwithstanding paragraph (a) above, the Company and its Restricted Subsidiaries may take the following actions so long as (with respect to clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) below) at the time of and after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration the payment of such dividend would have complied with the provisions of paragraph (a) above; (ii) the purchase, redemption or other acquisition or retirement for value of any shares of Capital Stock of the Company in exchange for, or out of the net cash proceeds of a substantially concurrent issuance and sale (other than to a Subsidiary of the Company) of, shares of Qualified Capital Stock of the Company; (iii) the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness in exchange for, or out of the net cash proceeds of a substantially concurrent issuance and sale (other than to 19 a Subsidiary of the Company) of, shares of Qualified Capital Stock of the Company; (iv) the purchase of any Subordinated Indebtedness at a purchase price no greater than 101% of the principal amount thereof in the event of a Change in Control in accordance with provisions similar to Section 4.15 hereof; provided that prior to such purchase the Company has made the Change in Control Offer as provided in Section 4.15 with respect to the Notes and has purchased all Notes validly tendered for payment in connection with such Change in Control Offer; (v) the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness (other than Redeemable Capital Stock) in exchange for, or out of the net cash proceeds of a substantially concurrent incurrence (other than to a Subsidiary of the Company) of, new Subordinated Indebtedness so long as (x) the principal amount of such new Subordinated Indebtedness does not exceed the principal amount (or, if such Subordinated Indebtedness being refinanced provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount as of the date of determination) of the Indebtedness being so purchased, redeemed, defeased, acquired or retired, plus the lesser of the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness as refinanced or the amount of any premium reasonably determined as necessary to accomplish such refinancing, plus, in either case, the amount of reasonable expenses of the Company incurred in connection with such refinancing, (y) such new Subordinated Indebtedness is pari passu with or subordinated to, as applicable, the Notes to the same extent as such Subordinated Indebtedness so purchased, redeemed, defeased, acquired or retired and (z) such new Subordinated Indebtedness has an Average Life longer than the Average Life of the Notes and a final Stated Maturity of principal later than the final Stated Maturity of principal of the Notes; (vi) repurchases, acquisitions or retirements of Qualified Capital Stock of the Company deemed to occur upon the exercise of stock options or similar rights under employee benefit plans of the Company or its Subsidiaries if such Qualified Capital Stock represents all or a portion of the exercise price thereof; (vii) payments by the Company to be used to repurchase, redeem, acquire or retire for value any Capital Stock of the Company, (a) pursuant to any management equity subscription plan or agreement, stock option or stock purchase plan or agreement or employee benefit plan as may be adopted by the Company from time to time, or (b) from an employee of the Company upon the termination of such employee's employment with the Company; provided that the aggregate amount redeemed, repurchased, acquired or retired for value pursuant to this clause (vii) will not exceed $3,300,000 in any twelve-month period; (viii) the redemption, repurchase, acquisition or retirement of equity interests in any Restricted Subsidiary; provided that if the Company or any 20 Restricted Subsidiary incurs Indebtedness in connection with such redemption, repurchase, acquisition or retirement, after giving effect to such incurrence and such redemption, repurchase, acquisition or retirement, the Company could incur $1.00 of additional Indebtedness pursuant to the first paragraph of Section 4.10 hereof; and (ix) Restricted Payments in addition to those permitted by clauses (i)-(viii) of this paragraph (b) in an aggregate amount not to exceed $10,000,000. The actions described in clauses (i), (ii), (iii), (vii), (viii) and (ix) of this paragraph (b) shall be Restricted Payments that shall be permitted to be taken in accordance with this paragraph (b) but shall reduce the amount that would otherwise be available for Restricted Payments under clause (3) of paragraph (a) above and the actions described in clauses (iv), (v) and (vi) of this paragraph (b) shall be Restricted Payments that shall be permitted to be taken in accordance with this paragraph (b), but shall not reduce the amount that would otherwise be available for Restricted Payments under clause (3) of paragraph (a). The amount of all Restricted Payments (other than cash) shall 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 non-cash Restricted Payment shall be determined in good faith by the Board of Directors of the Company whose determination with respect thereto shall be conclusive. If the Company or a Restricted Subsidiary makes a Restricted Payment which, at the time of the making of such Restricted Payment, would in the good faith determination of the Company be permitted under the provisions of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustments made in good faith to the Company's financial statements affecting Consolidated Adjusted Net Income of the Company for any period. Section 4.9. Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause to suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or other ownership interest, or any other interest or participation in or measured by, its profits to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) 21 customary provisions restricting subletting or assignment of any lease or assignment of any other contract to which the Company or any Restricted Subsidiary is a party or to which any of their respective properties or assets are subject, (iii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), 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, so long as the agreement containing such restriction does not violate any other provision of the Indenture, (iv) encumbrances and restrictions in effect on the Issuance Date, including, without limitation, pursuant to the Senior Credit Agreement and its related documentation, (v) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 4.11 hereof with respect to the assets to be sold pursuant to such contract, (vi) in the case of clause (d) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted under the Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages and (vii) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (iii) and (iv); provided that the terms and conditions of any such encumbrances or restrictions are not materially more restrictive than those under or pursuant to the agreement so extended, renewed, refinanced or replaced. Section 4.10. Limitation on Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, issue, assume, guarantee or in any manner become directly or indirectly liable for the payment of, or otherwise incur (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness; provided, however, that, so long as no Default or Event of Default has occurred and is continuing, the Company may incur Indebtedness (including Acquired Indebtedness) if at the time of such incurrence the Consolidated Fixed Charge Coverage Ratio of the Company for the four full fiscal quarters immediately preceding the incurrence of such Indebtedness for which consolidated financial statements are available, taken as one period, would have been at least equal to 2.25 to 1.0, after giving pro forma effect to (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such four-quarter period, (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired on the first day of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period) and (iii) the acquisition (whether by 22 purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business (including, without limitation, a Hospital and any Hospital operated by the Company or any Restricted Subsidiary pursuant to an operating lease, provided that such operating lease was entered into in connection with a "synthetic lease" or other transaction pursuant to which the Company or any Restricted Subsidiary incurred an obligation, direct or indirect, with respect to off-balance sheet financing with respect to such Hospital property) acquired or disposed of by the Company or its Restricted Subsidiaries, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition occurred on the first day of such four-quarter period). Whenever pro forma effect is to be given to an acquisition or disposition pursuant to clause (iii) above, such pro forma calculation shall be determined in accordance with Article 11 of Regulation S-X under the Securities Act. For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (n) of the definition of Permitted Indebtedness as of the date of incurrence thereof or is entitled to be incurred pursuant to the first paragraph of this covenant as of the date of incurrence thereof, the Company may, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this Section 4.10. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.10. Section 4.11. Limitation on Sale of Assets. (a) The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Sale unless (i) the consideration received by the Company or such Restricted Subsidiary at the time of such Asset Sale is not less than the Fair Market Value of the assets sold and (ii) at least 75% of such consideration consists of cash or Cash Equivalents or Replacement Assets. The amount of any (A) Indebtedness (other than Subordinated Indebtedness) of the Company or a Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries, (B) notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are converted, sold or exchanged within 30 days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange, for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries and (C) with respect to any sale of the Capital Stock of a Restricted Subsidiary to one or more physicians practicing medicine at a Hospital owned by such Restricted Subsidiary, promissory notes or 23 other similar obligations from such physicians shall be deemed to be cash; provided that the aggregate amount of such promissory notes or other similar obligations held by the Company and its Restricted Subsidiaries does not exceed $7.5 million outstanding at any time. (b) If the Company or any Restricted Subsidiary engages in an Asset Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after such Asset Sale, to (i) permanently repay or prepay any then outstanding Senior Indebtedness of the Company or any Restricted Subsidiary (and to correspondingly reduce commitments with respect thereto) or (ii) invest (or enter into a legally binding agreement to invest) in (A) other properties or assets to replace the properties or assets that were the subject of the Asset Sale, (B) properties and assets that will be used in businesses of the Company or its Restricted Subsidiaries, as the case may be, existing at the time such assets are sold, or in any Related Business or (C) Capital Stock of a Person, the principal portion of whose assets consist of such property or assets; provided that the Company or such Restricted Subsidiary shall acquire at least the same percentage of equity and voting interest in such Person as the Company or such Restricted Subsidiary held with respect to the assets disposed of in such Asset Sale; provided further that the foregoing proviso shall not apply to an Investment in the Capital Stock of a Permitted Joint Venture pursuant to this clause (C) so long as, at the time of any such Investment, Joint Venture EBITDA for the four full fiscal quarters for which financial statements are available, taken as one period, immediately preceding such Investment does not exceed 10.0% of Consolidated EBITDA. The assets referred to in clauses (A), (B) and (C) constitute "Replacement Assets". Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce Senior Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. If any such legally binding agreement to invest such Net Cash Proceeds is terminated, then the Company may, within 90 days of such termination or within 12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical contained in such clause (ii) above). The amount of such Net Cash Proceeds not so used as set forth above in this paragraph (b) constitutes "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall, within 30 Business Days, make an offer to purchase (an "Excess Proceeds Offer") from all Holders of Notes, on a pro rata basis, in accordance with the procedures set forth below, the maximum principal amount (expressed as an integral multiple of $1,000) of Notes that may be purchased with the Excess Proceeds. The offer price as to each Note shall be payable in cash in an amount equal to 100% of the principal amount of such Note plus accrued interest, if any, to the date such Excess Proceeds Offer is consummated ("Excess 24 Proceeds Payment"). To the extent that the aggregate principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, the Company may use such deficiency for any lawful purposes not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes validly tendered and not withdrawn by Holders thereof exceeds the Excess Proceeds, Notes to be purchased will be selected on a pro rata basis. Notwithstanding the foregoing, if the Company is required to commence an Excess Proceeds Offer at any time when securities of the Company ranking pari passu in right of payment with the Notes are outstanding and the terms of such securities provide that a similar offer must be made with respect to such other securities, then the Excess Proceeds Offer for the Notes shall be made concurrently with such other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which the holders thereof elect to have purchased. Any Excess Proceeds Offer will be made only to the extent permitted under, and subject to prior compliance with, the terms of agreements governing Senior Indebtedness. Upon completion of such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset to zero. (d) Upon the commencement of an Excess Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 4.11; (2) the Excess Proceeds Offer amount, the Excess Proceeds Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the "Excess Proceeds Payment Date"); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrete or accrue interest after the Excess Proceeds Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or the Paying Agent at the address specified in the notice at least three days before the Excess Proceeds Payment Date; (7) that Holders shall 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 Excess Proceeds Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Proceeds Offer amount, the 25 Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale. (e) On the Excess Proceeds Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Excess Proceeds Offer; (2) deposit with the Paying Agent an amount equal to the Excess Proceeds Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. The Company shall publicly announce the results of the Excess Proceeds Offer on the Excess Proceeds Payment Date. (f) The Paying Agent shall promptly mail to each Holder of Notes so tendered the Excess Proceeds Payment for such Notes, and the Trustee shall promptly authenticate pursuant to an authentication order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Excess Proceeds Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall 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 shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer. Section 4.12. Limitation on Transactions with Affiliates. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or make, amend or permit to exist any contract, agreement, understanding, loan, advance, guarantee or other transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate of the Company or any Restricted Subsidiary (other than the Company or a Restricted Subsidiary) (collectively, "Interested Persons"), unless (i) such transaction or series of transactions are on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would have been able to be obtained at the time for a comparable transaction in arm's-length dealings with third parties that are not Interested Persons, (ii) with respect to any transaction or series of related transactions involving aggregate value equal to or 26 greater than $5,000,000, the Company has delivered an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and such transaction or series of related transactions shall have been approved by the Board of Directors of the Company (including a majority of the Disinterested Directors of the Company) and (iii) with respect to any transaction or series of related transactions involving aggregate value equal to or greater than $10,000,000, the Company has obtained a written opinion from an Independent Financial Advisor certifying that such transaction or series of related transactions is fair to the Company or its Restricted Subsidiary, as the case may be, from a financial point of view; provided, however, that this Section 4.12 will not restrict (1) reasonable and customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or a Restricted Subsidiary entered into in the ordinary course of business, (2) any transactions made in compliance with Section 4.8 hereof, (3) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of the Company or any Restricted Subsidiary, (4) any agreement as in effect as of the Issuance Date or any amendment thereto so long as any such amendment is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the Issuance Date, and (5) contracts pursuant to which the Company or a wholly owned Restricted Subsidiary provides management services to an Affiliate in exchange for payments in cash or Cash Equivalents, that are no less favorable to the Company or such wholly owned Restricted Subsidiary than those that could reasonably be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such wholly owned Restricted Subsidiary. Section 4.13. Limitation on Liens. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Pari Passu Indebtedness or Subordinated Indebtedness of the Company on or with respect to any of its property or assets including any shares of stock or Indebtedness of any Restricted Subsidiary, whether owned on the date of the Indenture or thereafter acquired, or any income, profits or proceeds therefrom, or assign or otherwise convey any right to receive income thereon, other than Permitted Liens, unless (i) in the case of any Lien securing Pari Passu Indebtedness of the Company, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to or pari passu with such Lien and (ii) in the case of any Lien securing Subordinated Indebtedness of the Company, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Lien. (b) The Company will not permit any Note Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Pari Passu 27 Indebtedness or Subordinated Indebtedness of such Note Guarantor or with respect to such Restricted Subsidiary's properties or assets, including any shares of stock or Indebtedness of any Subsidiary or such Note Guarantor, whether owned at the date of the Indenture or thereafter acquired, or any income, profits or proceeds therefrom, or assign or otherwise convey any right to receive income thereon, unless (i) in the case of any Lien securing Pari Passu Indebtedness of the Note Guarantor, the Note Guarantee of such Note Guarantor is secured by a Lien on such property, assets or proceeds that is senior in priority to or pari passu with such Lien and (ii) in the case of any Lien securing Subordinated Indebtedness of such Note Guarantor, the Note Guarantee of such Note Guarantor is secured by a Lien on such property, assets or proceeds that is senior in priority to such Lien. Section 4.14. Limitation on Other Senior Subordinated Indebtedness. The Company will not, and will not permit or cause any Note Guarantor to, incur, create, assume, guarantee or in any other manner become directly or indirectly liable with respect to or responsible for, or permit to remain outstanding, any Indebtedness, other than the Notes or the Note Guarantee of such Note Guarantor, that is subordinate or junior in right of payment to any Indebtedness of the Company or such Note Guarantor, as the case may be, unless such Indebtedness is also pari passu with, or subordinate in right of payment to, the Notes or the Note Guarantee of such Note Guarantor, as applicable, at least to the same extent as the Notes are subordinated in right of payment to Senior Indebtedness as set forth in the Indenture. Section 4.15. Purchase of Notes upon Change in Control. If a Change in Control shall occur at any time, then each Holder of Notes will have the right to require that the Company purchase such Holder's Notes, in whole or in part in integral multiples of $1,000, at a purchase price (the "Change in Control Purchase Price") in cash in an amount ("Change in Control Payment") equal to 101% of the principal amount thereof, plus accrued interest, if any, to the date of purchase (the "Change in Control Purchase Date"), pursuant to the offer described below (the "Change in Control Offer") and the other procedures set forth below. Within 30 days following any Change in Control, the Company shall notify the Trustee thereof and give written notice of such Change in Control to each Holder of Notes by first-class mail, postage prepaid, at the address of such Holder appearing in the security register, describing the transaction or transactions that constitute the Change in Control and stating, among other things, (i) the Change in Control Purchase Price and the Change in Control Purchase Date, which shall be a Business Day no earlier than 30 days nor more than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations; (ii) that any Note not tendered will continue to accrue interest; (iii) that, unless the Company defaults in the payment of the Change in 28 Control Purchase Price, any Notes accepted for payment pursuant to the Change in Control Offer shall cease to accrue interest after the Change in Control Purchase Date; and (iv) certain procedures that a Holder of Notes must follow to accept a Change in Control Offer or to withdraw such acceptance. On the Change in Control Purchase Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change in Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change in Control Purchase Price in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change in Control Purchase Price for such Notes, and the Trustee shall 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; provided that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Change in Control Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall 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 shall be payable to Holders who tender Notes pursuant to the Change in Control Offer. Prior to complying with the provisions of this Section 4.15, but in any event within 90 days following the Change in Control, the Company will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing Senior Indebtedness to permit the repurchase of Notes required by this Section 4.15. The Company will publicly announce the results of the Change in Control Offer on or as soon as practicable after the Change in Control Purchase Date. The Company shall not be required to make a Change in Control Offer upon a Change in Control if a third party makes the Change in Control Offer in the manner, at the time and otherwise in compliance with the requirements applicable to a Change in Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change in Control Offer. The Change in Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. The Company will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws and resolutions in connection with a Change in Control Offer. Section 4.16. Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries. The Company (a) will not permit any Restricted Subsidiary to issue any Capital Stock (other than to the Company or a wholly owned Restricted Subsidiary) and (b) will not permit any Person (other than the Company or a 29 wholly owned Restricted Subsidiary) to own any Capital Stock of any Restricted Subsidiary; provided, however, that this Section 4.16 shall not prohibit (i) the issuance or any sale, transfer, lease, conveyance, or other disposition of all, but not less than all, of the issued and outstanding Capital Stock of any Restricted Subsidiary owned by the Company or any of its Restricted Subsidiaries in compliance with the other provisions of the Indenture, so long as the Net Cash Proceeds, if any, from such sale, transfer, lease, conveyance or other disposition are applied in accordance with Section 4.11 hereof, (ii) the ownership by other Persons of Qualified Capital Stock issued prior to the time such Restricted Subsidiary became a Subsidiary of the Company that was neither issued in contemplation of such Subsidiary becoming a Subsidiary nor acquired at that time, (iii) the ownership by directors of director qualifying shares or the ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated by applicable law, (iv) arrangements existing on the Issuance Date, (v) (A) any issuance, sale or other disposition of Capital Stock (other than Preferred Stock) of a Restricted Subsidiary if, immediately after giving effect thereto, such Restricted Subsidiary would remain a Restricted Subsidiary, or (B) the ownership by any Person of such Capital Stock, or (vi) any issuance, sale or other disposition of Capital Stock of a Restricted Subsidiary if, immediately after giving effect thereto, such Person would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made (and shall be deemed to have been made) under Section 4.8 hereof on the date of such issuance, sale or other disposition. Section 4.17. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee, assume or in any other manner become liable with respect to, any Indebtedness of the Company other than Permitted Indebtedness pursuant to clause (a) of the definition of Permitted Indebtedness unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a guarantee of the Notes pursuant to Article XII of the Indenture on the same terms as the guarantee of such Indebtedness, except that if such Indebtedness is unsubordinated, such Restricted Subsidiary's Note Guarantee with respect to such Indebtedness may be subordinated to that Restricted Subsidiary's guarantee of such Indebtedness to the same extent as the Notes are subordinated to such Indebtedness, and if such Indebtedness is by its terms expressly subordinated to the Notes, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary's Note Guarantee at least to the same extent as the Notes are subordinated to Senior Indebtedness of the Company under the Indenture, and (ii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or 30 any other rights against the Company or any other Subsidiary of the Company as a result of any payment by such Restricted Subsidiary under its Note Guarantee. (b) Notwithstanding the foregoing, any Note Guarantee by a Restricted Subsidiary shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Company's Capital Stock in, or all or substantially all of the assets of such Restricted Subsidiary, which transaction is in compliance with the terms of the Indenture and such Restricted Subsidiary is released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries, (ii) the release by the holders of the Indebtedness of the Company described in clause (a) above of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at such time as (A) no other Pari Passu Indebtedness or Subordinated Indebtedness of the Company has been secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B) the holders of all such other Pari Passu Indebtedness and Subordinated Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee) and (iii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture. Section 4.18. Limitation on Unrestricted Subsidiaries. The Company may designate after the Issuance Date any Subsidiary as an "Unrestricted Subsidiary" (a "Designation") only if (a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation, (b) the Company would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to the first paragraph of Section 4.8 hereof of an amount (the "Designation Amount") equal to the greater of (i) the net book value of the Company's interest in such Subsidiary calculated in accordance with GAAP or (ii) the Fair Market Value of the Company's interest in such Subsidiary as determined in good faith by the Board of Directors of the Company, (c) the Company would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof at the time of such Designation (assuming the effectiveness of such Designation), (d) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary of the Company which is not simultaneously being designated an Unrestricted Subsidiary, (e) no default with respect to any Indebtedness of such Unrestricted Subsidiary (other than a Note Guarantee, if any) would permit (upon notice, lapse or otherwise) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment to be accelerated or payable prior to 31 its Stated Maturity, and (f) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary 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 or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment. In the event of any such Designation, the Company shall be deemed to have made an Investment constituting a Restricted Payment pursuant to Section 4.8 hereof for all purposes of the Indenture in the Designation Amount. The Company shall not and shall not cause or permit any Restricted Subsidiary to at any time (x) have any obligation to subscribe for additional shares of Capital Stock or other equity interest in such Unrestricted Subsidiary, (y) have any obligation to maintain or preserve such Unrestricted Subsidiary's financial condition or to cause such Unrestricted Subsidiary to achieve certain levels of operating results or (z) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if: (a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation, (b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture, and (c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.10 hereof. All Designations and Revocations must be evidenced by a resolution of the Board of Directors of the Company delivered to the Trustee certifying compliance with the foregoing provisions. Section 4.19. Further Assurances. Upon the request of the Trustee or as otherwise required, the Company will execute and deliver such further instruments and undertake such further 32 reasonable action as may be reasonably required to carry out the purposes of the Indenture. Section 2.7. SUCCESSORS. With respect to the Notes issued under this First Supplemental Indenture, Article V of the Base Indenture shall apply, but Sections 5.1 and 5.2 of the Base Indenture shall be replaced in their entirety with the following: Section 5.1. Consolidation, Merger and Sale of Assets. The Company will not, in a single transaction or through a series of transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any other Person or Persons or permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis to any other Person or Persons, unless at the time and immediately after giving effect thereto (i) either (a) the Company will be the continuing corporation or (b) the Person (if other than the Company) formed by such consolidation or into which the Company or such Restricted Subsidiary is merged or the Person that acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis (the "Surviving Entity") (1) will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and (2) will expressly assume, by a supplemental indenture in form reasonably satisfactory to the Trustee, the Company's obligation for the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of every covenant of the Indenture on the part of the Company to be performed or observed, (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (and treating any obligation of the Company or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing, (iii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that the transaction or series of transactions occurred on the first day of the four-quarter period immediately prior to the consummation of such transaction or series of transactions with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 4.10 of the Indenture, (iv) immediately after giving effect to 33 such transaction on a pro forma basis, the Consolidated Net Worth of the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) is equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; and (v) each Note Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Note Guarantee will apply to such Person's obligations under the Indenture and the Notes. In connection with any such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, the Company or the Surviving Entity shall have delivered to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the requirements of the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. Each Note Guarantor, if any (other than any Subsidiary whose Note Guarantee is being released pursuant to the provisions under Section 4.17 of the Indenture as a result of such transaction), shall not, and the Company will not permit a Note Guarantor to, in a single transaction or through a series of related transactions, merge or consolidate with or into any other corporation or other entity (other than the Company or any Note Guarantor), or sell, assign, convey, transfer, lease or otherwise dispose of its properties and assets on a consolidated basis substantially as an entirety to any entity (other than the Company or any Note Guarantor) unless (i) either (a) such Note Guarantor shall be the continuing corporation or partnership or (b) the Person (if other than such Note Guarantor) formed by such consolidation or into which such Note Guarantor is merged or the entity which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of such Note Guarantor, as the case may be, shall be a corporation or partnership organized and validly existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Note Guarantor under the Notes and the Indenture, (ii) immediately before and immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing, and (iii) such Note Guarantor shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture comply with the Indenture. Section 5.2. Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets 34 of the Company or any Note Guarantor in accordance with Section 5.1 of the Indenture, the successor Person formed by such consolidation or into which the Company or such Note Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Note Guarantor, as the case may be, under the Indenture and/or the Note Guarantees, as the case may be, with the same effect as if such successor had been named as the Company or such Note Guarantor, as the case may be, herein and/or in the Note Guarantees, as the case may be. When a successor assumes all the obligations of its predecessor under this Indenture, the Notes or a Note Guarantee, as the case may be, the predecessor shall be released from those obligations; provided that in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Notes or a Note Guarantee, as the case may be. Section 2.8. DEFAULTS AND REMEDIES. (a) With respect to the Notes issued under this First Supplemental Indenture, Section 6.1 of the Base Indenture, relating to the Events of Default, shall be replaced in its entirety with the following: Section 6.1. Events of Default. Each of the following is an "Event of Default": (a) default in the payment of any interest on any Note when it becomes due and payable, and continuance of such default for a period of 30 days, whether or not such payment shall be prohibited by the subordination provisions of Article XIII of the Indenture; or (b) default in the payment of the principal of, or premium, if any, on, any Note when the same becomes due and payable at Maturity (upon acceleration, optional redemption, mandatory redemption, required purchase or otherwise), whether or not such payment shall be prohibited by the subordination provisions of Article XIII of the Indenture; or (c) default in the performance, or breach, of the provisions described in Section 5.1 of the Indenture, the failure to make or consummate a Change in Control Offer in accordance with the provisions of Section 4.15 of the Indenture or the failure to make or consummate an Excess Proceeds Offer in accordance with the provisions of Section 4.11 of the Indenture; or (d) default in the performance, or breach, of any covenant or warranty of the Company or any Note Guarantor contained in the Indenture or any Note Guarantee (other than a default in the performance, or breach, of a covenant or warranty which is specifically dealt with in clause (a), (b) or (c) of this Section 6.1) and continuance of such default or breach for a period of 30 days after written notice shall have been given to the Company by the Trustee or to the 35 Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; or (e) (A) one or more defaults in the payment of principal of or premium, if any, on Indebtedness of the Company or any Restricted Subsidiary aggregating $10,000,000 or more, when the same becomes due and payable at the Stated Maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived or (B) Indebtedness of the Company or any Restricted Subsidiary aggregating $10,000,000 or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the Stated Maturity thereof; or (f) one or more final, non-appealable judgments or orders shall be rendered against the Company or any Restricted Subsidiary for the payment of money, either individually or in an aggregate amount, in excess of $10,000,000 (net of any amounts to the extent that they are covered by insurance) and shall not be discharged or fully bonded and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, was not in effect; or (g) any Note Guarantee of a Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary ceases to be in full force and effect or is declared null and void or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary denies that it has any further liability under any Note Guarantee, or gives notice to such effect (other than by reason of the termination of this Indenture or the release of any such Note Guarantee in accordance with this Indenture); or (h) the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) shall admit in writing that its inability to pay debts generally; or (i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 36 (i) is for relief against the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary in an involuntary case, (ii) appoints a Custodian of the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, or (iii) orders the liquidation of the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, and the order or decree remains unstayed and in effect for 60 consecutive days. (b) With respect to the Notes issued under this First Supplemental Indenture, all references in Section 6.2 of the Base Indenture to "Section 6.1(f) or (g)" of the Base Indenture shall in each case be replaced with a reference to "Section 6.1(h) or (i) of the Indenture." Section 2.9. LEGAL DEFEASANCE AND COVENANT DEFEASANCE. With respect to the Notes issued under this First Supplemental Indenture, Article VIII of the Base Indenture shall apply, and the Company shall have the option to effect Legal Defeasance or Covenant Defeasance pursuant to Article VIII of the Base Indenture; provided, however, that with respect to the Notes issued under this First Supplemental Indenture: (a) notwithstanding anything to the contrary contained in Section 8.3 of the Base Indenture, in connection with any Covenant Defeasance, the Company shall be released only from its obligations under Sections 4.2 and 4.3 of the Base Indenture, under Article V of the Indenture and under Sections 4.8 through 4.18 of the Indenture; (b) the final sentence of Section 8.3 of the Base Indenture shall be replaced in its entirety with the following: "In addition, upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.3 of the Indenture, subject to the satisfaction of the conditions set forth in Section 8.4 of the Indenture, Sections 6.1(c) through 6.1(f) of the Indenture shall not constitute Events of Default"; and (c) the following Section shall replace Section 8.4 of the Base Indenture in its entirety: Section 8.4. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or 8.3 of the Indenture to the outstanding Notes: (a) the Company must irrevocably deposit or cause to be deposited with the Trustee, as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, money in an amount, 37 or non-callable U.S. Government Obligations which through the scheduled payment of principal and interest thereon will provide money in an amount, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity (or upon redemption, if applicable) of such principal, premium, if any, or installment of interest; (b) no Default or Event of Default will have occurred and be continuing on the date of such deposit or, insofar as an event of bankruptcy under clauses (h) and (i) of Section 6.1 of the Indenture is concerned, at any time during the period ending on the 91st day after the date of such deposit; (c) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, the Indenture, the Senior Credit Agreement or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound; (d) in the case of an election under Section 8.2 of the Indenture, the Company shall have delivered to the Trustee an Opinion of Counsel stating that the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or since the date of the final prospectus supplement, there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion 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 and at the same times as would have been the case if such Legal Defeasance had not occurred; (e) in the case of an election under Section 8.3 of the Indenture, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes outstanding 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; (f) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (i) the trust funds will not be subject to any rights of holders of Senior Indebtedness under the subordination provisions of Sections 13.1 through 13.13 of the Indenture and (ii) after the 91st day following the deposit or after the date such opinion is delivered, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (g) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent 38 of preferring the Holders of Notes or any Note Guarantee over the other creditors of either the Company or any Note Guarantor with the intent of hindering, delaying or defrauding creditors of either the Company or any Restricted Subsidiary; and (h) the Company shall have delivered to the Trustee an Officers' Certificate and an opinion of Counsel, each stating that all conditions precedent provided for relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. Section 2.10. AMENDMENTS (a) With respect to the Notes issued under this First Supplemental Indenture, Sections 9.1 through 9.3 of the Base Indenture shall be replaced in their entirety with the following: Section 9.1. Without Consent of Holders. Notwithstanding Section 9.2, the Company and the Trustee may (subject to Sections 13.13 and 13.14) amend or supplement the Indenture or the Notes without notice to or the consent of any Holder of a Note: (a) to evidence the succession of another Person to the Company, a Note Guarantor or any other obligor on the Notes, and the assumption by any such successor of the covenants of the Company or such obligor or Note Guarantor in the Indenture and in the Notes and in any Note Guarantee in accordance with Article V; (b) to add to the covenants of the Company, any Note Guarantor or any other obligor upon the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Note Guarantee; (c) to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes or any Note Guarantee which may be defective or inconsistent with any other provision in this Indenture, the Notes or any Note Guarantee or make any other provisions with respect to matters or questions arising under the Indenture, the Notes or any Note Guarantee; provided that, in each case, such provisions shall not adversely affect the interest of the Holders of the Notes; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (e) to add a Note Guarantor under the Indenture; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; (g) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company's and any Note Guarantor's obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security is required to be granted to the Trustee pursuant to this Indenture or otherwise; or (h) to execute the First Supplemental Indenture or any subsequent supplemental indenture substantially in the form thereof. 39 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 7.2 of the Indenture, the Trustee shall join with the Company and the Note 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 shall 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 9.2. With Consent of Holders. Except as provided below in this Section 9.2 and in Sections 9.3, 13.13 and 13.14, the Company and the Trustee may amend or supplement this Indenture (including Sections 4.11 and 4.15) or the Notes and/or any Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes), and, subject to Sections 6.8 and 6.13, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, 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 Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). 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 7.2 of the Indenture, the Trustee shall join with the Company and the Note 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 shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall 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, shall not, 40 however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.8, 6.13 and 9.3 of the Indenture, 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 and/or the Note Guarantors with any provision of this Indenture, the Notes or the Notes Guarantees. Section 9.3. Limitations. Without the consent of each Holder of Notes affected, an amendment or waiver may not (with respect to any Securities held by a non-consenting Holder of Notes): (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof, or premium, if any, or the rate of interest thereon or change the coin or currency in which the principal of any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) following the occurrence of an Asset Sale, amend, change or modify the obligation of the Company to make and consummate an Excess Proceeds Offer with respect to any Asset Sale in accordance with Section 4.11 of the Indenture, including amending, changing or modifying any definition relating thereto in any manner materially adverse to the Holders of the Notes affected thereby; (c) following the occurrence of a Change in Control, amend, change or modify the obligation of the Company to make and consummate a Change in Control Offer in the event of a Change in Control in accordance with Section 4.15 of the Indenture, including amending, changing or modifying any definition relating thereto in any manner materially adverse to the Holders of the Notes affected thereby; (d) reduce the percentage in principal amount of outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of the Indenture; (e) modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (f) amend or modify any of the provisions of this Indenture relating to any Note Guarantee in any manner adverse to the Holders of the Notes. 41 In addition, any amendment to, or waiver of, the provisions of Section 13.1 through 13.14 of this Indenture (including the related definitions) that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. It shall not be necessary for the consent of the Holders of Notes under this Section 9.3 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Section 2.11. SUBSIDIARY GUARANTEES. With respect to the Notes issued under this First Supplemental Indenture, Article XII of the Base Indenture shall apply to the extent that any Restricted Subsidiary shall guarantee the Notes in accordance with Section 4.17 of the Indenture, and the Notes shall constitute a Series to be guaranteed by any such Note Guarantors pursuant to Article XII of the Base Indenture. Section 2.12. SUBORDINATION. With respect to the Notes issued under this First Supplemental Indenture and any Note Guarantee relating to such Notes, Sections 13.1 through 13.14 of the Base Indenture shall apply, and the Notes and any such Note Guarantee shall be subject to subordination pursuant to such Sections of the Base Indenture. ARTICLE III. MISCELLANEOUS Section 3.1. EFFECT OF HEADINGS. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 3.2. SUCCESSORS AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. Section 3.3. SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 42 Section 3.4. GOVERNING LAW. This First Supplemental Indenture and the Notes created hereby shall be governed by the laws of the State of New York applicable to agreements made and to be performed in such state. Section 3.5. FIRST SUPPLEMENT TO SUPERSEDE BASE INDENTURE. The Base Indenture, as supplemented by the First Supplemental Indenture, remains in full force and effect as of the date hereof. Notwithstanding the foregoing, to the extent that any provision of the Base Indenture shall conflict with any provision of this First Supplemental Indenture, the terms of this First Supplemental Indenture shall be deemed controlling and the conflicting provision of the Base Indenture shall be null and void to the extent of such conflict. [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] 43 IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above. PROVINCE HEALTHCARE COMPANY By: /s/ John M. Rutledge ---------------------------------- Name: John M. Rutledge Title: President and Chief Operating Officer U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Adam Berman ----------------------------------- Name: Adam Berman Title: Trust Officer [First Supplemental Indenture Signature Page] EXHIBIT A [Face of Note] 7 1/2% Senior Subordinated Notes due 2013 CUSIP No. 743977 AF 7 $200,000,000 PROVINCE HEALTHCARE COMPANY promises to pay to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) on June 1, 2013. Interest Payment Dates: June 1 and December 1 Record Dates: May 15 and November 15 Dated: May 27, 2003 PROVINCE HEALTHCARE COMPANY By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: [SEAL] This is one of the Notes referred to in the within- mentioned Indenture: U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: ___________________________________ Authorized Signature A-1 [Back of Note] 7 1/2% Senior Subordinated Notes due 2013 [INSERT IN GLOBAL NOTES] [This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a Person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.] 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 Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 1. INTEREST. Province Healthcare Company, a Delaware corporation (the "Company") promises to pay interest on the principal amount of this Note at 7 1/2% per annum from May 27, 2003 until June 1, 2013. The Company shall pay interest, 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 (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, 2003. The Company shall pay interest (including post-petition interest to the extent allowed in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a rate equal to the per annum rate on the Notes then in effect; it shall pay interest (including post-petition interest to the extent allowed in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. A-2 2. METHOD OF PAYMENT. The Company will pay principal, premium, if any, and interest on the Notes in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company, however, may pay principal, premium, if any, and interest by check payable in such money. It may mail an interest check to a Holder's registered address. 3. PAYING AGENT, REGISTRAR AND SERVICE AGENT. Initially, U.S. Bank Trust National Association, the Trustee under the Indenture, will act as Paying Agent, Registrar and Service Agent. The Notes may be presented for registration of transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent, Service Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. INDENTURE. The Company issued the Notes under an Indenture dated as of May 27, 2003 (the "Base Indenture") as supplemented by a First Supplemental Indenture dated as of May 27, 2003 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture") among the Company and the Trustee. 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 (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes issued under the Indenture are subordinated unsecured obligations of the Company limited to $200,000,000 in aggregate principal amount. 5. OPTIONAL REDEMPTION. (a) Except as set forth in paragraph (b) of this Section 5, the Company shall not have the option to redeem the Notes pursuant to this Section 5 prior to June 1, 2008. On or after June 1, 2008, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, 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, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1, of the years indicated below (subject to the right of Holders of record on relevant record dates to receive interest due on an interest payment date):

Year Redemption Price - ---- ---------------- 2008 103.750% 2009 102.500% 2010 101.250% 2011 and thereafter 100.000%

(b) Notwithstanding the provisions of paragraph (a) of this Section 5, at any time and from time to time prior to June 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes originally issued hereunder within 60 days of one or more Public Equity Offerings with the net proceeds of such offering at a redemption price of 107.500% of the principal amount thereof, plus accrued and A-3 unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on relevant record dates to receive interest due on an interest payment date); provided that, after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes remains outstanding. 6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at such Holder's address of record. The Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all the Notes held by a Holder are to be redeemed. In the event of a redemption of less than all of the Notes, the Notes will be chosen for redemption by the Trustee in accordance with the Indenture. On and after the redemption date, interest ceases to accrue on the Notes or portions of them called for redemption. If this Note is redeemed subsequent to a Record Date with respect to any Interest Payment Date specified above and on or prior to such Interest Payment Date, then any accrued interest will be paid to the Person in whose name this Note is registered at the close of business on such Record Date. 7. MANDATORY REDEMPTION. Except as set forth in paragraph 8 below, the Company shall not be required to repurchase or to make mandatory redemption payments with respect to the Notes. There are no sinking fund payments with respect to the Notes. 8. REPURCHASE AT OPTION OF HOLDER. This Note is subject to repurchase by the Company at the option of the Holder upon the circumstances set forth in Sections 4.11 and 4.15 of the Indenture. 9. SUBORDINATION. The payment of the Principal of, premium, if any interest on and any other payment obligations of any kind evidenced by the Notes and the Indenture (including any obligations to repurchase the Notes) is subordinated in right of payment to all existing and future Senior Indebtedness of the Company, as described in the Indenture. Each Holder, by accepting a Note, agrees to such subordination and authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and appoints the Trustee as its attorney-in-fact for such purpose. 10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the 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 A-4 selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture with respect to the Notes or the Notes may be amended or supplemented with the written consent of the Holders of a majority in principal amount of the Notes and any existing default or compliance with any provision of the Indenture with respect to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes (including, in each case, Additional Notes, if any). Without the consent of any Holder of the Notes, the Indenture with respect to the Notes or the Notes may be amended or supplemented to, in addition to other events more fully described in the Indenture, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, provide for the assumption of the Company's obligations to Holders of the Notes in the case of a merger or consolidation, 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, or comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA. 13. DEFAULTS AND REMEDIES. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: (a) default in the payment of any interest on any Note when it becomes due and payable, and continuance of such default for a period of 30 days, whether or not such payment shall be prohibited by the subordination provisions of Article XIII of the Indenture; (b) default in the payment of the principal of, or premium, if any, on, any Note when the same becomes due and payable at Maturity (upon acceleration, optional redemption, mandatory redemption, required purchase or otherwise), whether or not such payment shall be prohibited by the subordination provisions of Article XIII of the Indenture; (c) default in the performance, or breach, of the provisions described in Section 5.1 of the Indenture, the failure to make or consummate a Change in Control Offer in accordance with the provisions of Section 4.15 of the Indenture or the failure to make or consummate an Excess Proceeds Offer in accordance with the provisions of Section 4.11 of the Indenture; (d) default in the performance, or breach, of any covenant or warranty of the Company or any Note Guarantor contained in the Indenture or any Note Guarantee (other than a default in the performance, or breach, of a covenant or warranty which is specifically dealt with in clause (a), (b) or (c) hereof) and continuance of such default or breach for a period of 30 days after written notice shall have been given 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; (e) (A) one or more defaults in the payment of principal of or premium, if any, on Indebtedness of the Company or any Restricted Subsidiary aggregating $10,000,000 or more, when the same becomes due and payable at the Stated Maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived or (B) Indebtedness of the Company or any Restricted Subsidiary aggregating $10,000,000 or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the Stated Maturity thereof; (f) one or more final, non-appealable judgments or orders shall be rendered against the A-5 Company or any Restricted Subsidiary for the payment of money, either individually or in an aggregate amount, in excess of $10,000,000 (net of any amounts to the extent that they are covered by insurance) and shall not be discharged or fully bonded and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, was not in effect; (g) any Note Guarantee of a Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary ceases to be in full force and effect or is declared null and void or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary denies that it has any further liability under any Note Guarantee, or gives notice to such effect (other than by reason of the termination of this Indenture or the release of any such Note Guarantee in accordance with this Indenture); or (h) certain events of bankruptcy or insolvency with respect to the Company or any Material Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary. If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in clause (h) of the foregoing paragraph), then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of, premium, if any, and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in clause (h) of the foregoing paragraph shall occur, the principal amount (or specified amount) of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 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) if it determines that withholding notice is in their interest. 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 and what action the Company is taking or proposes to take thereto. 14. SUBSIDIARY GUARANTEES. Payment of principal of, premium, if any, and interest (including interest on overdue principal, if any, and interest, if lawful) on the Notes may be guaranteed under certain circumstances on an unsecured, senior subordinated basis by the Note Guarantors pursuant to Section 4.17 and Article XII of the Indenture. 15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services A-6 for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 16. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder, as such, of the Company or any Note Guarantor shall have any liability for any obligations of the Company or any Note Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Note and the related Subsidiary Guarantees waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 17. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 18. 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). 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 shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Province Healthcare Company 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Attention: [_____________] A-7 ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to ________________________________________________________________________________ (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) A-8 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or 4.15 of the Indenture, check the box below: / / Section 4.11 / / Section 4.15 If you want to elect to have only part of the Note purchased by the Company pursuant to 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 Note) Tax Identification No.: _______________________ A-9 SCHEDULE OF EXCHANGES OF NOTES* The following exchanges of a part of this Global Note for other Notes have been made:

Principal Amount of Amount of Amount of this Global Note Signature of decrease in increase in following such authorized officer Principal Amount Principal Amount decrease (or of Trustee or Date of Exchange of this Global Note of this Global Note increase Service Agent - ---------------- ------------------- ------------------- -------- -------------

- ----------------- *This schedule should be included only if the Note is issued in global form. A-10 EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of ___________, _____ among ___________ (the "Guaranteeing Subsidiary"), a subsidiary of Province Healthcare Company (or its successor), a Delaware corporation (the "Company"), the Company, and U.S. Bank Trust National Association, a national banking association organized and existing under the laws of the United States of America, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of May 27, 2003, as supplemented by the First Supplemental Indenture, dated as of May 27, 2003 (the indenture, as so supplemented, the "Indenture") providing for the issuance of an aggregate principal amount of up to $200,000,000 of 7 1/2% Senior Subordinated Notes due 2013 (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 and therein (the "Note Guarantee"); and WHEREAS, pursuant to Section 9.1 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 that its obligations to the Holder and the Trustee pursuant to this Note Guarantee shall be as expressly set forth in Article XII of the Indenture and in such other provisions of the Indenture as are applicable to the Note Guarantors (including, without limitation, Article XIII of the Indenture), and reference is made to the Indenture for the precise terms of this Supplemental Indenture. The terms of Article XII of the Indenture and such other provisions of the Indenture (including, without limitation, Article XIII of the Indenture) as are applicable to the Note Guarantors are incorporated herein by reference. B-1 3. EXECUTION AND DELIVERY OF NOTE GUARANTEES. (a) If an officer whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. (b) The delivery of any Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Note Guarantee set forth in this Supplemental Indenture on behalf of the Guaranteeing Subsidiary. 4. RELEASE OF SUBSIDIARY GUARANTEE. The Note Guarantee shall be released: (a) in connection with any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger or consolidation), if the Company applies the Excess Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture, including, without limitation, Section 4.11 and Sections 13.1 through 13.14 thereof; (b) in connection with any sale of all of the Capital Stock of the Guaranteeing Subsidiary to any Person that is not an Affiliate of the Company, if the Company applies the Excess Proceeds of that sale in accordance with the applicable provisions of the Indenture, including, without limitation, Section 4.11 and Sections 13.1 through 13.13 thereof; or (c) if the Company designates the Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the Indenture. The Trustee will provide any written confirmation or evidence of the termination of such Note Guarantee as reasonably required by the representative. Any Note Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Note Guarantor under this Indenture as provided in this Article. 5. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Note Guarantor (including the Guaranteeing Subsidiary) under the Notes, any Subsidiary Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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. 6. GOVERNING LAW. This Supplemental Indenture shall be governed by the laws of the State of New York applicable to agreements made and to be performed in such state. B-2 7. 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. 8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 9. 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. B-3 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: [COMPANY] By: ___________________________________ Name: Title: [TRUSTEE], as Trustee By: ___________________________________ Authorized Signatory B-4 EX-10.1 5 g84259exv10w1.txt EX-10.1 THIRD AMENDMENT CREDIT AGREEMENT 05/27/03 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of the 27th day of May, 2003 (this "Amendment"), is made by and between PROVINCE HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as hereinafter defined) that have executed this Amendment (the "Required Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such capacity, the "Agent"). BACKGROUND STATEMENT A. The Borrower, certain banks and other financial institutions (the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are parties to a Third Amended and Restated Credit Agreement, dated as of November 13, 2001, as amended by that certain Amendment No. 1 to Certain Operative Agreements, dated as of March 29, 2002, and by that certain Second Amendment and Consent, dated as of March 28, 2003 (as amended, the "Credit Agreement"), providing for the availability of a revolving credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. B. The Borrower proposes to issue up to $200,000,000 in aggregate principal amount of its 7-1/2% Senior Subordinated Notes Due 2013 (as amended, modified, supplemented or restated from time to time in accordance with the terms of the Credit Agreement, the "Subordinated Notes") as described in the Description of Notes attached hereto as Exhibit A. The Subordinated Notes will be issued pursuant to an Indenture between the Borrower and U.S. Bank Trust National Association, as trustee, in substantially the form attached hereto as Exhibit B (as amended, modified, supplemented or restated from time to time in accordance with the terms of the Credit Agreement, the "Subordinated Note Indenture"). C. The Borrower has requested that the Required Lenders consent to the execution and delivery of the Indenture and the issuance of the Subordinated Notes, and the Required Lenders have agreed to furnish such consent upon the terms and conditions set forth herein (including the Borrower's agreement to certain amendments to the Credit Agreement as set forth more completely herein). STATEMENT OF AGREEMENT The parties hereto agree as follows: ARTICLE I AMENDMENTS 1.1 Defined Terms. (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order: ""2003 Subordinated Note Indenture" shall mean the Indenture and the Indenture Supplement, each to be dated on or about May 27, 2003, between the Borrower and U.S. Bank Trust National Association, as trustee, as amended, modified, supplemented or restated from time to time in accordance with the terms of this Agreement. "7-1/2% Subordinated Notes" shall mean up to $200,000,000 in aggregate principal amount of the Borrower's 7-1/2% Senior Subordinated Notes Due 2013 issued pursuant to the 2003 Subordinated Note Indenture, as such 7-1/2% Subordinated Notes are amended, modified, supplemented or restated from time to time in accordance with the terms of this Agreement." (b) The definition of "Change of Control" in Section 1.1 of the Credit Agreement is hereby amended by inserting the following new clause (v) at the end thereof: "or (v) a "Change of Control" (as defined in the 2003 Subordinated Note Indenture) shall occur under the 2003 Subordinated Note Indenture." (c) The definition of "Debt" in Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof: "Notwithstanding the foregoing, for the purpose of measuring compliance with SECTION 6.9 hereof for the fiscal quarter ended June 30, 2003 (but not for the purpose of calculating compliance with SECTION 6.9 in connection with any Permitted Acquisition), Debt shall not include the amount of net cash proceeds of the 7-1/2% Subordinated Notes, not in excess of $80,000,000, constituting "Cash and cash equivalents" (as determined in accordance with GAAP) on the consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2003 and reserved to repurchase the 4-1/2% Subordinated Notes in accordance with the terms of the Third Amendment and Consent, dated as of May 27, 2003, among the Borrower, the Required Lenders and the Agent." (d) Section 1.1 of the Credit Agreement is hereby amended by deleting the defined term "Subordinated Debt" in its entirety and inserting in lieu thereof the following: ""Subordinated Debt" shall mean unsecured Debt of the Borrower or any of its Subsidiaries that is expressly subordinated and made junior to the payment and performance of the Credit Obligations and the Guaranty Obligations on terms (including, without limitation, principal amount, maturity, covenants, defaults, terms of subordination and payment terms) approved in writing by the Required Lenders, 2 including, without limitation, the 4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes, the 7-1/2% Subordinated Notes and any Intercompany Management Agreements." 1.2 Representations and Warranties. Article IV of the Credit Agreement is hereby amended by deleting Section 4.26 and inserting in lieu there of the following: "4.26 Subordinated Notes. The Borrower has heretofore furnished to the Agent a true and complete copy of each of the 2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture and the 2003 Subordinated Note Indenture, together with all schedules and exhibits referred to therein and all amendments and supplements thereto. The subordination provisions contained in each of the 2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture and the 2003 Subordinated Note Indenture and in each of the 4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes and the 7-1/2% Subordinated Notes are enforceable against the Borrower and the holders of such Subordinated Debt, and all of the Credit Obligations constitute "Senior Indebtedness" within the meaning of such term under each of the 2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture, the 2003 Subordinated Note Indenture, the 4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes and the 7-1/2% Subordinated Notes." 1.3 Amendments, Modifications. Section 6.22 of the Credit Agreement is hereby amended by deleting clause (c) thereof and inserting in lieu thereof the following: "(c) amend, modify or waive, or permit the amendment, modification or waiver of, any provision of the 2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture, the 2003 Subordinated Note Indenture, the 4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes, the 7-1/2% Subordinated Notes or any other Subordinated Debt, the effect of which would be to (i) increase the principal amount due thereunder, (ii) shorten or accelerate the time of payment of any amount due thereunder, (iii) increase the applicable interest rate or amount of any fees or costs due thereunder, (iv) amend any of the subordination provisions thereunder (including any of the definitions relating thereto), (v) make any covenant therein more restrictive or add any new covenant, (vi) grant any security or collateral to secure payment thereof, or (vii) otherwise effect any change in the rights or obligations of the Borrower thereunder or of the holders of such Subordinated Debt that, in the determination of the Required Lenders, would be adverse in any material respect to the rights or interests of the Lenders, or breach or otherwise violate any of the subordination provisions applicable thereto, including, without limitation, restrictions against payment of principal and interest thereon." 1.4 Events of Default. Section 7.1 of the Credit Agreement is hereby amended by deleting clause (f) thereof in its entirety and inserting in lieu thereof the following: "(f) The occurrence of any default or event of default on the part of the Borrower or any of its Subsidiaries (including specifically, but without limitation, defaults due to nonpayment) under the terms of any agreement, document or instrument (including without limitation any Swap Agreement, or any other similar agreement with any other 3 Person, any Operative Agreement (as defined by reference in the definition of End Loaded Lease Facility herein) under the End Loaded Lease Facility, the 2000 Subordinated Note Indenture, the 4-1/2% Subordinated Notes, the 2001 Subordinated Note Indenture, the 4-1/4% Subordinated Notes, the 2003 Subordinated Note Indenture and the 7-1/2% Subordinated Notes) pursuant to which the Borrower or such Subsidiary has incurred any Debt (other than the Credit Obligations) in excess of $1,000,000, which default or event of default would permit acceleration of such Debt and which is not cured within any applicable grace or cure period;" ARTICLE II CONSENTS 2.1 Issuance of 7-1/2% Subordinated Notes. The Required Lenders hereby consent to the execution and delivery by the Borrower of the 2003 Subordinated Note Indenture in substantially the form attached hereto as Exhibit B and the issuance by the Borrower pursuant thereto of the 7-1/2% Subordinated Notes on substantially the terms set forth in the Description of Notes attached as Exhibit A and in an aggregate principal amount not to exceed $200,000,000; provided, that the net cash proceeds of the 7-1/2% Subordinated Notes are applied to repay the outstanding Revolving Credit Loans pursuant to Section 2.5(d) of the Credit Agreement and, on or prior to June 30, 2003, to prepay all of the outstanding Company Obligations under the End Loaded Lease Facility. 2.2 Repurchase of 4-1/2% Subordinated Notes. The Required Lenders hereby consent to the use of (a) up to $80,000,000 of the net cash proceeds of the 7-1/2% Subordinated Notes (after the use of the net cash proceeds of the 7-1/2% Subordinated Notes to repay all outstanding Revolving Credit Loans pursuant to Section 2.5(d) of the Credit Agreement and to prepay all of the outstanding Company Obligations under the End Loaded Lease Facility) plus (b) an additional $20,000,000 (after the use of the $80,000,000 referred to in clause (a) above), in each case to repurchase from the holders thereof a portion of the 4-1/2% Subordinated Notes; provided, that all such repurchases are made on or prior to September 30, 2003 and that all amounts paid in connection with any repurchase of a portion of the 4-1/2% Subordinated Notes (including principal, premiums and customary brokerage fees and transaction expenses) do not exceed, in the aggregate, 101.8% of the principal amount of such portion of the 4-1/2% Subordinated Notes so repurchased plus accrued interest thereon to the date of repurchase. 2.3 Interest Rate Swap. The Required Lenders hereby consent to the entry by the Borrower into any interest rate swap agreement with respect to the 7-1/2% Subordinated Notes and agree that any such interest rate swap agreement shall constitute a Swap Agreement permitted under the Credit Agreement (including, without limitation, under Sections 6.2 and 6.7 thereunder). 4 ARTICLE III REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants as follows: 3.1 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties of the Borrower contained in the Credit Agreement and in the other Loan Documents is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date). 3.2 No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 3.3 Enforceability. This Amendment has been duly executed and delivered by the Borrower and constitutes the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement, of creditors' rights. 3.4 No Conflicts. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment 3.5 Obligations. The execution and delivery of this Amendment does not diminish or reduce the Borrower's obligations under the Loan Documents, except as modified by this Amendment. 3.6 No Claims. The Borrower has no claims, counterclaims, offsets or defenses to the Loan Documents and the performance of its obligations thereunder, or if the Borrower has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Required Lenders' execution and delivery of this Amendment. ARTICLE IV CONDITIONS TO EFFECTIVENESS The effectiveness of the amendments to the Credit Agreement and of the consents set forth in this Amendment is subject to the satisfaction of the following conditions: 4.1 Executed Amendment. This Amendment shall have been duly executed and delivered by the Borrower, the Agent and the Required Lenders and shall be in full force and effect. 5 4.2 Confirmation. The Agent shall have received a Confirmation of Credit Documents by each Guarantor of the Obligations, in form and substance satisfactory to the Agent. 4.3 Representations and Warranties; Officer's Certificate. The following shall be true and the Agent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Agent, certifying that (i) each of the representations and warranties of the Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents is true and correct as of the date of such certificate after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, and (iii) each of the conditions set forth in this ARTICLE IV has been satisfied. 4.4 Compliance Certificate. The Borrower shall have delivered to the Agent a compliance certificate meeting the requirements set forth in Section 6.2(x) of the Credit Agreement (which compliance certificate shall assume that the proceeds of the 7-1/2% Subordinated Notes shall be applied as described in Article II hereof). 4.5 No Material Adverse Change. No material adverse change shall have occurred in the business, properties, prospects, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2002, and no event, condition or state of facts that could reasonably be expected to have such a material adverse effect shall have occurred since December 31, 2002. 4.6 Fees and Expenses. The Borrower shall have paid to the Agent, for the account of each of the Lenders that approved this Amendment (excluding Sections 2.2(b) and 2.3 hereof) on or prior to 9:00 a.m., Charlotte, North Carolina time, on Wednesday, May 21, 2003, a fee equal to 0.10% of the sum of the aggregate Revolving Credit Commitments plus the aggregate "Loans" and "Holder Amounts" (each as defined under the End Loaded Lease Facility), of such Lenders. ARTICLE V MISCELLANEOUS 5.1 Effect of Amendment. From and after the effective date of the amendments to the Credit Agreement set forth herein, all references to the Credit Agreement set forth in any other Loan Document or other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement or of any other Loan Document except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its terms. 6 5.2 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina (without regard to the conflicts of law provisions thereof). 5.3 Expenses. The Borrower agrees to pay upon demand all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation, the reasonable fees and expenses of counsel to the Agent) in connection with the preparation, negotiation, execution and delivery of this Amendment. 5.4 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 5.5 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 5.6 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 5.7 Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Amendment shall become effective upon the execution and delivery of a counterpart hereof by the Borrower, the Agent and the Required Lenders and the satisfaction of the conditions set forth in ARTICLE IV hereof. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written. PROVINCE HEALTHCARE COMPANY By: /s/ Christopher T. Hannon -------------------------------- Name: Christopher T. Hannon Title: Chief Financial Officer WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as Lender By: /s/ Scott Santa Cruz -------------------------------- Name: Scott Santa Cruz Title: Director S-1 BANK OF AMERICA, N.A., AS A LENDER By: /s/ Elizabeth L. Knox -------------------------------- Name: Elizabeth L. Knox Title: Senior Vice President S-2 MERRILL LYNCH CAPITAL CORPORATION, AS A LENDER By: /s/ Michael E. O'Brien -------------------------------- Name: Michael E. O'Brien Title: Vice President S-3 [INTENTIONALLY OMITTED] S-4 NATIONAL CITY BANK OF KENTUCKY, AS A LENDER By: /s/ Deroy Scott -------------------------------- Name: Deroy Scott Title: Senior Vice President S-5 U.S. BANK NATIONAL ASSOCIATION (F/K/A/ FIRSTAR BANK, NATIONAL ASSOCIATION), AS A LENDER By: ________________________________ Name: _________________________ Title: _________________________ S-6 BNP PARIBAS, AS A LENDER By: /s/ Brock Harris -------------------------------- Name: Brock Harris Title: Director By: /s/ Jeffrey Casucci -------------------------------- Name: Jeffrey Casucci Title: Vice President S-7 SUNTRUST BANK, AS A LENDER By: ________________________________ Name: _________________________ Title: _________________________ S-8 GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER By: /s/ Brian P. Schwinn -------------------------------- Name: Brian P. Schwinn Title: Duly Authorized Signatory S-9 AMSOUTH BANK, AS A LENDER By: ________________________________ Name: _________________________ Title: _________________________ S-10 LASALLE BANK NATIONAL ASSOCIATION, AS A LENDER By: /s/ Sarah Rusven -------------------------------- Name: Sarah Rusven Title: First Vice President S-11 CREDIT LYONNAIS NEW YORK BRANCH, AS A LENDER By: ________________________________ Name: _________________________ Title: _________________________ S-12 EX-10.2 6 g84259exv10w2.txt EX-10.2 FOURTH AMENDMENT CREDIT AGREEMENT 06/30/03 Exhibit 10.2 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 30th day of June, 2003 (this "Amendment"), is made by and between PROVINCE HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as hereinafter defined) party to the Credit Agreement referred to below, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as agent for the Lenders (in such capacity, the "Agent"). BACKGROUND STATEMENT A. The Borrower, certain banks and other financial institutions (the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are parties to a Third Amended and Restated Credit Agreement, dated as of November 13, 2001, as amended by that certain Amendment No. 1 to Certain Operative Agreements, dated as of March 29, 2002, by that certain Second Amendment to Credit Agreement and Consent, dated as of March 28, 2003, and by that certain Third Amendment to Credit Agreement and Consent, dated as of May 27, 2003 (as amended, the "Credit Agreement"), providing for the availability of a revolving credit facility to the Borrower upon the terms and conditions set forth therein. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement. B. The Borrower has requested certain amendments to the Credit Agreement, including an increase of the aggregate Revolving Credit Commitments thereunder to $250,000,000. C. The Lenders have agreed to such amendments on the terms and subject to the conditions set forth herein. STATEMENT OF AGREEMENT The parties hereto agree as follows: ARTICLE I AMENDMENTS 1.1 Defined Terms. Section 1.1 of the Credit Agreement is hereby amended by: (a) deleting the definitions of "Collateral," "Consolidated Senior Debt," "Mortgages," "Revolving Credit Commitment," "Revolving Credit Notes" and "Revolving Credit Facility Maturity Date" therein and adding the following defined terms in proper alphabetical order: "Collateral" shall mean all the assets, property and interests in property of the Borrower and its Subsidiaries, whether now owned or hereafter acquired, that shall, from time to time, be pledged or be purported to be pledged as direct or indirect security for the Credit Obligations or the Guaranty Obligations pursuant to any one or more Security Documents; provided, that except for Realty subject to the Mortgages, "Collateral" shall not include Realty acquired after March 30, 1998 by the Borrower or any of its Subsidiaries. "Consolidated Senior Debt" shall mean, as of any date of determination, Consolidated Debt less Subordinated Debt (excluding from Subordinated Debt for the purposes of this definition the lesser of (A) $30,000,000 or (B) the aggregate principal amount of the 4-1/2% Subordinated Notes outstanding as of such date). "Mortgages" shall mean all fee and leasehold mortgages, deeds of trust and similar instruments pursuant to which the Borrower or any Guarantor grants to the Agent, for the benefit of the Lenders, a mortgage lien, or an assignment of any mortgage lien obtained by such Person from another Person, to secure any or all of the Credit Obligations or the Guaranty Obligations, and shall include, without limitation, (a) the deeds of trust and security agreements executed by the Borrower and/or certain of its Subsidiaries with respect to the parcels of Realty subject to Mortgages as of June 30, 2003, located at (i) Palo Verde Community Hospital, Blythe, Riverside County, California; (ii) Parkview Regional Hospital, Mexia, Limestone County, Texas; (iii) Colorado Plains Medical Center, Fort Morgan, Morgan County, Colorado; (iv) Palestine Regional Medical Center-West Campus (formerly known as Memorial Mother Frances Hospital) (excluding the medical office building thereon previously given as collateral for the End Loaded Lease Facility), Palestine, Anderson and Houston Counties, Texas; (v) Palestine Regional Medical Center (formerly known as Trinity Valley Medical Center), Palestine, Anderson County, Texas; (vi) Starke Memorial Hospital, Knox, Starke County, Indiana; (vii) Colorado River Medical Center, Needles, San Bernardino County, California (formerly known as Needles Desert Community Hospital) (excluding the medical office building previously given as collateral for the End Loaded Lease Facility), (viii) Havasu Regional Medical Center, Lake Havasu City, Mohave County, Arizona, (ix) Memorial Hospital of Martinsville and Henry County, Martinsville, Henry County, Virginia, (x) Los Alamos Medical Center, Los Alamos, Los Alamos County, New Mexico, (xi) Doctors' Hospital of Opelousas, Opelousas, St. Landry Parish, Louisiana (excluding the medical office building thereon previously given as collateral for the End Loaded Lease Facility), (xii) Minden Medical Center, Minden, Webster Parish, Louisiana, and (xiii) Bolivar Medical Center, Cleveland, Bolivar County, Mississippi, and (b) the mortgage, deed of trust or similar instrument delivered by PHC-Elko, Inc. pursuant to Section 4.1 of the Fourth Amendment to Credit Agreement, dated as of June 30, 2003, with respect to the Realty located at Northeastern Nevada Regional Hospital, Elko, Elko County, Nevada (excluding a non-contiguous parcel of approximately 2.169 acres on which is located the Elko Medical Clinic Building), in all cases together with any amendments, modifications and supplements thereto, any replacements, renewals, extensions and restatements thereof, and any substitutes therefor, in whole or in part. 2 "Other Joint Venture" shall mean a Non-Wholly Owned Subsidiary that does not qualify as Permitted Joint Venture and that is identified as an Other Joint Venture by the Borrower to the Agent by written notice at the time of the Acquisition or creation thereof: (i) the sole activity of which is to own, lease or operate Facilities and/or facilities providing services ancillary to such Facilities, (ii) for which any Capital Stock (if any) of such Other Joint Venture acquired from the Borrower or any Subsidiary by Persons other than the Borrower or a wholly owned Subsidiary of the Borrower is acquired for Fair Market Value (reasonable evidence of which shall be provided to the Agent upon its request), and (iii) with respect to which, after giving effect to the designation of such Subsidiary as an Other Joint Venture, no Default or Event of Default would exist. "Pledged Debt" shall have the meaning assigned to such term in the Pledge Agreement. "Revolving Credit Commitment" shall mean, with respect to any Lender at any time, the amount set forth next to such Lender's name on SCHEDULE A attached hereto under the caption "Revolving Credit Commitment" or, if such Lender has entered into one or more Assignment and Acceptances after June 30, 2003, the amount set forth for such Lender at such time in the Register maintained by the Agent pursuant to SECTION 10.5(c) as such Lender's "Revolving Credit Commitment," as such amount may be increased or reduced at or prior to such time pursuant to the terms hereof. "Revolving Credit Facility Maturity Date" shall mean November 13, 2006. "Revolving Credit Notes" shall mean the promissory notes of the Borrower in substantially the form of EXHIBIT A-1, executed and delivered to the Lenders with Revolving Credit Commitments pursuant to the Fourth Amendment to Credit Agreement, dated as of June 30, 2003, by and between the Borrower, the Lenders and the Agent or, in connection with an Assignment and Acceptance, pursuant to SECTION 10.5(d), together with any amendments, modifications and supplements thereto and restatements thereof, in whole or in part. (b) deleting the word "Interests" in clause (a) of the definition of "Consolidated Net Income" and in the first sentence of the definition of "Subsidiary" and inserting in lieu thereof the words "Capital Stock". (c) deleting the penultimate sentence in the definition of "Permitted Joint Ventures" and inserting in lieu thereof the following: The parties hereto agree that, as of June 30, 2003, the Palestine Limited Partnership, Vaughan Regional Medical Center, LLC and Great Basin Surgical Center L.L.C. (if acquired as contemplated by that certain Consent and Waiver, dated as of June 5, 2003, between the Borrower, certain of the Lenders and the Agent) shall be deemed Permitted Joint Ventures whether or not they satisfy the definition of "Permitted Joint Venture" as of such date. 1.2 Notes. Section 2.3 of the Credit Agreement is hereby amended by deleting subsection (b) thereof in its entirety and inserting in lieu thereof the following: 3 (b) The Revolving Credit Note issued to each Lender with a Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of June 30, 2003 (or, in the case of Revolving Credit Notes issued pursuant to an Assignment and Acceptance after June 30, 2003, as of the date thereof), (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of SECTION 2.6, as the same may be applicable to the Revolving Credit Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof. 1.3 End Loaded Lease Facility. As a result of the termination of the End Loaded Lease Facility pursuant to that certain Termination Letter Agreement, dated as of May 23, 2003, the terms and provisions of the Credit Agreement with respect thereto shall have no further force or effect and shall be disregarded for all purposes. 1.4 Representations and Warranties. (a) Section 4.3 of the Credit Agreement is hereby amended by deleting the phrase "Stock or Interests" in the last sentence thereof and inserting in lieu thereof the words "Capital Stock". (b) Section 4.23 of the Credit Agreement is hereby amended by adding the phrase "and in Other Joint Ventures" immediately after the words "Permitted Joint Ventures" in the introductory clause thereof. 1.5 Affirmative Covenants. (a) Section 5.4(a) of the Credit Agreement is hereby amended by adding the phrase "or Other Joint Venture" immediately after the parenthetical phrase "(other than Palestine Limited Partnership)" therein. (b) Section 5.4(b) of the Credit Agreement is hereby amended by adding the phrase ", Other Joint Ventures" immediately after the parenthetical phrase "(other than Palestine Limited Partnership)" in the last sentence thereof. (c) Section 5.11 of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following: 5.11 Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries subject to the terms of this Agreement, provided that (i) each new Subsidiary (which shall exclude Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries (other than the Palestine Limited Partnership) and Other Joint Ventures for purposes of this Section 5.11) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000 (or upon obtaining assets, including but not limited to the proceeds of Investments, loans, or other distributions from the Borrower or another Subsidiary, in excess of $100,000 in the case of an existing Subsidiary which previously had assets with a gross value less than $100,000) will 4 execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or accession to the Guaranty Agreement (pursuant to which such new Subsidiary shall become a party thereto), an amendment or accession to the Pledge Agreement, Financing Statements, certificates of title, stock certificates and other documents reasonably required by the Agent, all in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall secure its obligations under the Guaranty Agreement by first priority, perfected security interests in all Capital Stock and Pledged Debt owned by such Subsidiary, subject only to Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the Capital Stock of such new Subsidiary (including Permitted Joint Ventures and Other Joint Ventures, except for such Other Joint Ventures the organizational documents of which would prohibit the pledge of such Capital Stock to the Agent pursuant to the Pledge Agreement) that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Pledge Agreement, together with the certificates representing such Capital Stock and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in Sections 3.1.2(b), 3.1.2(c), 3.1.2(d) and 3.1.2(e) as such new Subsidiary would have had to deliver were it a Subsidiary on the Amendment Effective Date; provided, that Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries shall be identified by the Borrower to the Agent as Permitted Joint Ventures, and Other Joint Ventures shall be identified by the Borrower to the Agent as Other Joint Ventures, and shall only be required to provide documentation of the type described in Sections 3.1.2(b), 3.1.2(c) and 3.1.2(e). 1.6 Negative Covenants. (a) Section 6.1 of the Credit Agreement is hereby amended by adding the phrase "or an Other Joint Venture" immediately after the words "Permitted Joint Venture" in subsection (ii) thereof. (b) Section 6.2 of the Credit Agreement is hereby amended by: (i) deleting subsections (v) and (vi) thereof in their entirety and inserting in lieu thereof the following: (v) unsecured intercompany Debt (x) of any Subsidiary (other than an Other Joint Venture) to the Borrower (provided, that unsecured intercompany Debt of Permitted Joint Ventures, when aggregated with dispositions of assets to Permitted Joint Ventures permitted under Section 6.5(iii) and restricted investments in Permitted Joint Ventures permitted under Section 6.7(m), shall not exceed $20,000,000 in the aggregate (excluding for purposes of calculating such $20,000,000 basket, Acquisition Amounts incurred in connection with Permitted Acquisitions and other amounts consented to by the Required Lenders in writing), (y) of any Subsidiary (other than a Permitted Joint Venture or an Other Joint Venture) to a Guarantor (other than a Permitted Joint Venture or an Other Joint 5 Venture), and (z) of the Borrower to any Guarantor (other than a Permitted Joint Venture or an Other Joint Venture), provided that any such Debt under this clause (v) is incurred in the ordinary course of business and, if requested by the Agent or required pursuant to Section 5.10(a), is evidenced by one or more promissory notes pledged to the Agent pursuant to the Pledge Agreement, is payable on demand and, is fully subordinated in right of payment to the Credit Obligations and the Guaranty Obligations, as applicable; and provided further, that intercompany Debt for money borrowed by Palestine Limited Partnership shall not exceed those obligations evidenced by Palestine Limited Partnership Notes and that all other intercompany Debt owed by Palestine Limited Partnership shall not exceed amounts currently payable pursuant to the Hospital Management Agreement dated July 12, 1996, between Palestine-Principal, Inc., a Tennessee corporation, and Palestine Limited Partnership, as such agreement may be amended, supplemented or renewed from time to time in compliance with Section 6.22 hereof. (vi) Contingent Obligations permitted by Section 6.3, but excluding Contingent Obligations of the Borrower or any Subsidiary with respect to Permitted Joint Ventures and Other Joint Ventures unless (i) approved by the Required Lenders or (ii) permitted by clause (v) or (xiii) of this Section 6.2. (ii) deleting subsection (xiii) thereof in its entirety and inserting in lieu thereof the following: (xiii) other Debt (including, without limitation, Debt secured by purchase money liens described in clause (f) of the definition of Permitted Liens and Capital Lease Obligations) in an aggregate principal amount at any time outstanding not to exceed $20,000,000 for the Borrower and its Subsidiaries (excluding Permitted Joint Ventures); provided that Debt of Other Joint Ventures other than unsecured intercompany Debt shall not be permitted by this clause (xiii) and unsecured intercompany Debt of Other Joint Ventures permitted by this clause (xiii), when aggregated with dispositions of assets to Other Joint Ventures permitted under Section 6.5(iii) and restricted investments in Other Joint Ventures permitted under Section 6.7(n), shall not exceed $10,000,000. (c) Section 6.3 of the Credit Agreement is hereby amended by inserting the word "and" immediately after the semi-colon in subsection (xi) thereof and by deleting subsection (xii) in its entirety and inserting in lieu thereof the following: (xii) other Contingent Obligations not to exceed $5,000,000 at any time (excluding Contingent Obligations of, and Contingent Obligations of the Borrower or any Subsidiary supporting obligations of, Permitted Joint Ventures and Other Joint Ventures). (d) Section 6.5 of the Credit Agreement is hereby amended by deleting clauses (iii) through (v) thereof in their entirety and inserting in lieu thereof the following: 6 (iii) any sale, lease, transfer or conveyance from one Subsidiary to another Subsidiary or to the Borrower, or from the Borrower to any Subsidiary, in accordance with Section 6.6, provided that, immediately after giving effect thereto, no Default or Event of Default would exist; and provided, further, that no sale, lease, transfer, conveyance or other disposition of Collateral may be made from an Existing Pledgor to any After-Acquired Pledgor unless such sale, lease, transfer, conveyance or other disposition falls within the $15,000,000 basket set forth in clause (v) below and, provided, further, that (y) sales, leases, transfers and conveyances to Permitted Joint Ventures, when aggregated with unsecured intercompany Debt of Permitted Joint Ventures permitted under Section 6.2(v) and restricted investments in Permitted Joint Ventures permitted under Section 6.7(m), shall not exceed $20,000,000 in the aggregate (excluding Acquisition Amounts incurred in connection with Permitted Acquisitions and other amounts consented to by the Required Lenders in writing) and (z) sales, leases, transfers and conveyances to Other Joint Ventures, when aggregated with unsecured intercompany Debt of Other Joint Ventures permitted under Section 6.2(xiii) and restricted investments in Other Joint Ventures permitted under Section 6.7(n), shall not exceed $10,000,000 in the aggregate; (iv) [intentionally omitted]; and (v) the sale or disposition of assets by the Borrower and its Subsidiaries (excluding dispositions to Permitted Joint Ventures and to Other Joint Ventures) outside the ordinary course of business for fair value and for cash, provided that (w) the net cash proceeds from such sales or dispositions, when aggregated with the net cash proceeds from all other sales and dispositions not otherwise specifically permitted under this Section that are consummated during any four consecutive fiscal quarters immediately prior thereto, do not exceed $15,000,000 in the aggregate for the Borrower and its Subsidiaries, (x) such net cash proceeds in excess of $2,000,000 per disposition or $15,000,000 in the aggregate over the term of this Agreement are delivered to the Agent promptly after receipt thereof for application in prepayment of the Loans in accordance with the provisions of Section 2.5(e), (y) in no event shall the Borrower or any of its Subsidiaries sell or otherwise dispose of any of the Capital Stock of any Subsidiary, and (z) immediately after giving effect thereto, no Default or Event of Default would exist. (e) Section 6.7 of the Credit Agreement is hereby amended by: (i) deleting subsection (f) thereof in its entirety and inserting in lieu thereof the following: (f) investments in Subsidiaries and Permitted Acquisitions made in accordance with terms of this Agreement, including Sections 5.11 and 5.12; provided that investments in Permitted Joint Ventures shall satisfy the requirements of clause (m) below and investments in Other Joint Ventures shall satisfy the requirements of clause (n) below; (ii) deleting subsection (i) thereof in its entirety and inserting in lieu thereof the following: (i) loans or advances from a Subsidiary to the Borrower or to another Subsidiary that is a Guarantor (other than a Permitted Joint Venture or an Other 7 Joint Venture) or from the Borrower to a Subsidiary that is a Guarantor (other than a Permitted Joint Venture or an Other Joint Venture) so long as the requirements of Section 5.10(a) and Section 6.2(v) are satisfied; (iii) deleting subsections (m) and (n) thereof in their entirety and inserting in lieu thereof the following: (m) investments in Permitted Joint Ventures that, when aggregated with unsecured intercompany Debt of Permitted Joint Ventures permitted under Section 6.2(v) and dispositions of assets to Permitted Joint Ventures permitted under Section 6.5(iii), shall not exceed $20,000,000 in the aggregate (excluding Acquisition Amounts incurred in connection with Permitted Acquisitions and other amounts consented to by the Required Lenders in writing); and (n) any other investments which are not described in clauses (a) through (m) above (but excluding investments in Permitted Joint Ventures), not to exceed during the term of the Loans, $15,000,000 in the aggregate at any one time outstanding; provided that investments in Other Joint Ventures, when aggregated with unsecured intercompany Debt of Other Joint Ventures permitted under Section 6.2(xiii) and dispositions of assets to Other Joint Ventures permitted under Section 6.5(iii), shall not exceed $10,000,000 in the aggregate. (f) Section 6.8 of the Credit Agreement is hereby amended by (i) adding the phrase "or Other Joint Ventures" immediately after the words "Permitted Joint Ventures" in subsection (a)(iii) thereof, (ii) deleting the phrase "of its Stock or other Interests," in the introductory clause of subsection (b) thereof and inserting in lieu thereof the phrase "or other ownership interests of its Capital Stock" and (iii) deleting subsection (b)(iii) thereof in its entirety and inserting in lieu thereof the following: (iii) the purchase in the ordinary course of business by any Permitted Joint Venture, any Other Joint Venture or the Subsidiary constituting the general partner or managing member of such Permitted Joint Venture or Other Joint Venture of the limited partnership interests or membership interests held by limited partners or the minority members in a Permitted Joint Venture or Other Joint Venture affiliated with the Facilities owned, leased or operated by such Permitted Joint Venture or such Other Joint Venture (or entities controlled by such limited partners or minority members) upon the termination of the affiliation of such limited partners or minority members with such Facilities or the death or disability of such limited partners or minority members (if applicable), so long as no Default or Event of Default then exists or would result immediately after giving effect to such purchase; or (g) Section 6.16 of the Credit Agreement is hereby amended by inserting the phrase ", the definition of Other Joint Venture" immediately after the words "Permitted Joint Ventures" therein. (h) Section 6.22 of the Credit Agreement is hereby amended by deleting the phrase "the buy-out of a limited partner in a Permitted Joint Venture" in clause (a) thereof and inserting 8 in lieu thereof the phrase "the buy-out of a limited partner or minority member in a Permitted Joint Venture or Other Joint Venture". (i) Section 6.24 of the Credit Agreement is hereby amended by deleting the phrase "limited partners in Permitted Joint Ventures" in the introductory clause thereof and inserting in lieu thereof the phrase "limited partners or minority members in Permitted Joint Ventures and Other Joint Ventures". 1.7 New Schedule. The Credit Agreement is hereby amended by adding to the schedules thereto SCHEDULE A attached to this Amendment and such schedule shall be referred to in the Credit Agreement as "SCHEDULE A." 1.8 Signature Pages. The signature pages to the Credit Agreement are hereby amended by deleting each reference to "Revolving Credit Commitment" contained thereon and each dollar amount associated with each such reference. ARTICLE II REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants as follows: 2.1 Representations and Warranties. After giving effect to this Amendment, each of the representations and warranties of the Borrower contained in the Credit Agreement and in the other Loan Documents is true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date); provided, that, the state income tax lien filed against Principal Knox Company on December 4, 2001 in Starke County, Indiana by the State of Indiana, Department of Revenue, the state tax lien filed against PRHC-Ennis G.P., Inc. on April 21, 2003 in Ellis County, Texas by the Texas Workforce Commission, the state tax lien filed against PHC-Eunice, Inc. on June 29, 2000 in Acadia Parish, Louisiana by the State of Louisiana, Department of Labor, the state tax lien filed against PHC-Eunice, Inc. on May 20, 2003 in St. Landry Parish, Louisiana by the State of Louisiana, Department of Labor, and the state tax lien filed against the Borrower and Brim Healthcare, Inc. on March 15, 2002 with the California Secretary of State by the State of California, Employment Development Department (collectively, the "State Tax Liens"), shall constitute Permitted Liens until August 31, 2003, at which time the Borrower shall have caused the State Tax Liens to be terminated. 2.2 No Default. After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 2.3 Enforceability. This Amendment has been duly executed and delivered by the Borrower and constitutes the Borrower's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited (x) by general principles of equity and conflicts of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other laws of general application relating to or affecting the enforcement, of creditors' rights. 9 2.4 No Conflicts. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment 2.5 Obligations. The execution and delivery of this Amendment does not diminish or reduce the Borrower's obligations under the Loan Documents, except as modified by this Amendment. 2.6 No Claims. The Borrower has no claims, counterclaims, offsets or defenses to the Loan Documents and the performance of its obligations thereunder, or if the Borrower has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of the Lenders' execution and delivery of this Amendment. ARTICLE III CONDITIONS TO EFFECTIVENESS The effectiveness of the amendments to the Credit Agreement set forth in this Amendment is subject to the satisfaction of the following conditions: 3.1 Executed Amendment. This Amendment shall have been duly executed and delivered by the Borrower, the Agent and each of the Lenders and shall be in full force and effect. 3.2 Revolving Credit Notes. The Revolving Credit Notes (as such term is defined after giving effect to SECTION 1.1 of this Amendment) shall have been duly authorized, executed and delivered by the Borrower to the Agent. 3.3 Accession to Security Agreement. PHC-Elko, Inc. shall have executed an accession to the Security Agreement in form and substance reasonably satisfactory to the Agent, together with such other documents requested by the Agent to perfect the security interests granted therein. 3.4 Confirmation. The Agent shall have received a Confirmation of Credit Documents by each Guarantor of the Obligations, in form and substance satisfactory to the Agent. 3.5 UCC Searches. The Agent shall have received the results of a search of all filings made against the Borrower and each Guarantor under the Uniform Commercial Code as currently in effect, (i) in the state of incorporation or organization of the Borrower or such Guarantor and (ii) for the Borrower and each Guarantor owning or leasing a Facility, in the state in which such Facility is located, indicating that the Collateral is free and clear of any liens or encumbrances except for Permitted Liens or for which UCC-3 termination statements are being delivered. 10 3.6 Financing Statements. Financing Statements (including fixture filings for any Realty subject to a Mortgage), amendments to existing Financing Statements, and all other filings or recordings necessary to perfect the security interests of the Agent, on behalf of the Lenders, in the Collateral shall have been filed (other than the filing of the Mortgage and related real estate collateral documents for Northeastern Nevada Regional Hospital, Elko, Elko County, Nevada ("Elko Hospital") which will be filed pursuant to SECTION 4.1 hereof). 3.7 Mortgages; Title Insurance. To the extent required by the Agent, amendments to all of the Mortgages (other than the Mortgage for Elko Hospital), in form and substance satisfactory to the Agent, shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner reasonably acceptable to the Agent, shall be in full force and effect and no Default shall exist under the Mortgages (after giving effect to such amendments), and the Agent shall have received fully executed copies such amendments. With respect to all Realty subject to Mortgages that are being amended as described above (other than the Mortgages with respect to Realty located at (x) Parkview Regional Hospital, Mexia, Limestone County, Texas, (y) Palestine Regional Medical Center-West Campus (formerly known as Memorial Mother Frances Hospital), Palestine, Anderson and Houston Counties, Texas, and (z) Palestine Regional Medical Center (formerly known as Trinity Valley Medical Center), Palestine, Anderson County, Texas (collectively, the "Texas Hospitals")), (i) the Agent shall have received endorsements to the existing title insurance policies (or binders, as the case may be) with respect thereto, insuring that such Mortgages (as amended by the amendments described above) constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and such other exceptions as are acceptable to the Agent and (ii) all premiums thereon shall have been paid. 3.8 Certificates of Existence or Good Standing. The Agent and each Lender shall have received certificates (or other confirmation acceptable to the Agent) as of a recent date of the good standing or existence of the Borrower and each Guarantor under the laws of its state of incorporation or organization and, for the Borrower and each Guarantor owning or leasing a Facility, under the laws of each state in which such Facility is located. 3.9 Opinions of Counsel. The Agent and each Lender shall have received the favorable opinions of Waller Lansden, Dortch & Davis, Tennessee counsel to the Borrower and the Guarantors (covering enforceability and Delaware corporate law matters), Faegre & Benson LLP, Colorado counsel to the Borrower and the Guarantors, Winstead, Sechrist & Minick, P.C., Texas counsel to the Borrower and the Guarantors, Argue Pearson Harbison & Myers, LLP, California counsel to the Borrower and the Guarantors, Barnes & Thornburg, Indiana counsel to the Borrower and the Guarantors, Steptoe & Johnson, LLP, Arizona counsel to the Borrower and the Guarantors, Modrall Sperling Roehl Harris & Sisk, P.A., New Mexico counsel to the Borrower and the Guarantors, Williams, Mullen, Clark & Dobbins, P.C., Virginia counsel to the Borrower and the Guarantors, Roedel Parsons Koch Frost Belhoff & McCollister, Louisiana counsel to the Borrower and the Guarantors, Watkins Ludlum Winter & Stennis, P.A., Mississippi counsel to the Borrower and the Guarantors, and Tonkon Torp LLP, Oregon counsel 11 to certain Guarantors, each such opinion to be addressed to the Agent, for the benefit of the Lenders, the Issuing Lender and each Lender, and in form and substance satisfactory to the Agent and each Lender. 3.10 Representations and Warranties; Officer's Certificate. The following shall be true and the Agent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Agent, certifying that (i) each of the representations and warranties of the Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents is true and correct as of the date of such certificate after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, and (iii) each of the conditions set forth in this ARTICLE III has been satisfied. 3.11 Corporate Authority; Consents. The Agent shall have received (i) evidence of the corporate, partnership or limited liability company authority of the Borrower and the Guarantors to engage in the transactions contemplated hereby, (ii) officers' or secretaries' certificates stating that there have been no changes in the bylaws or charter documents of each of the Borrower and the Guarantors (except for changes approved in writing by the Agent) since the date of the latest secretary's or officer's certificate delivered to the Agent by the Borrower or such Guarantor, and (iii) a certificate of incumbency with respect to each such Person. The Borrower and the Guarantors shall have obtained all consents and approvals of the boards of directors, shareholders, governmental entities and other applicable third parties necessary in connection with the transactions contemplated herein and shall have delivered copies of the same to the Agent. 3.12 No Material Adverse Change. No material adverse change shall have occurred in the business, properties, prospects, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, since December 31, 2002, and no event, condition or state of facts that could reasonably be expected to have such a material adverse effect shall have occurred since December 31, 2002. 3.13 Fees and Expenses. The Borrower shall have paid (a) to the Agent, (i) for the account of each of the Lenders (to be paid pro rata in accordance with the increase in each Lender's Revolving Credit Commitment pursuant to this Amendment) a fee equal to 0.50% of the increase in the Total Revolving Credit Commitment pursuant to this Amendment, and (ii) for its own account, all other fees and expenses (including reasonable legal fees and expenses) that are due and payable as of the date hereof, and (b) to Wachovia Securities, Inc., for its own account, all fees due and payable to Wachovia Securities, Inc. on the date of this Amendment. 12 ARTICLE IV MISCELLANEOUS 4.1 Post-Closing Matters. On or before July 31, 2003 (or such later date as the Agent may reasonably agree to if the Borrower and its Subsidiaries are diligently pursuing such items in good faith), the following matters shall have been completed: (a) A Mortgage for the Realty located at Elko Hospital (excluding a non-contiguous parcel of approximately 2.169 acres on which is located the Elko Medical Clinic Building) shall have been duly authorized, executed and delivered by PHC-Elko, Inc., shall have been recorded, registered and filed in a manner reasonably acceptable to the Agent, shall be in full force and effect and no Default shall exist thereunder, and the Agent shall have received a fully executed copy thereof. (b) A fixture filing with respect to the fixtures at Elko Hospital, in form and substance reasonably satisfactory to the Agent, shall have been filed. (c) The Agent, for the benefit of the Lenders, shall have received a policy of title insurance or a title insurance binder in form and substance reasonably satisfactory to the Agent, from a title insurance company duly licensed to do business in Nevada, selected by the Borrower and reasonably acceptable to the Agent, in an amount reasonably satisfactory to the Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by the lien of the Mortgage for Elko Hospital, all premiums thereon shall have been paid, and such policy shall insure that the Mortgage for Elko Hospital constitutes a valid, enforceable, first priority lien on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and such other exceptions as are reasonably acceptable to the Agent, and shall include future advance and revolving credit endorsements, a variable rate endorsement and such other endorsements as the Agent may reasonably request, to the extent available in Nevada. Such title insurance policy (or binder, as the case may be) with respect to the Realty for Elko Hospital may not contain general survey exceptions except with the Agent's prior written consent. (d) The Agent shall have received a metes-and-bounds survey of each tract or parcel of the Realty of Elko Hospital being encumbered by the lien of the Mortgage with respect thereto, in form and substance reasonably satisfactory to the Agent. (e) A favorable opinion of James, Driggs, Welch, Santoro & Thompson, Nevada counsel to the Borrower and the Guarantors, with respect to the Security Documents to be executed by PHC-Elko, Inc. in connection with this Amendment, addressed to the Agent, for the benefit of the Lenders, the Issuing Lender and each Lender, and in form and substance satisfactory to the Agent, shall have been delivered to the Agent. (f) With respect to the Realty located at the Texas Hospitals subject to Mortgages that are being amended as described in SECTION 3.7, (i) the Agent shall have received 13 endorsements to the existing title insurance policies (or binders, as the case may be) with respect thereto, insuring that such Mortgages (as amended by the amendments described in SECTION 3.7) constitute valid enforceable, first priority liens on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and such other exceptions as are acceptable to the Agent and (ii) all premiums thereon shall have been paid. 4.2 Waiver of Event of Default. The Lenders hereby agree to waive any Default or Event of Default arising from noncompliance by the Borrower with Section 6.4 of the Credit Agreement with respect to the State Tax Liens; provided, that the Borrower shall cause the State Tax Liens to be terminated on or before August 31, 2003. 4.3 Effect of Amendment. From and after the effective date of the amendments to the Credit Agreement set forth herein, all references to the Credit Agreement set forth in any other Loan Document or other agreement or instrument shall, unless otherwise specifically provided, be references to the Credit Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement or of any other Loan Document except as expressly set forth herein. Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with its terms. 4.4 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina (without regard to the conflicts of law provisions thereof). 4.5 Expenses. The Borrower agrees to pay upon demand all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation, the reasonable fees and expenses of counsel to the Agent) in connection with the preparation, negotiation, execution and delivery of this Amendment. 4.6 Severability. To the extent any provision of this Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Amendment in any jurisdiction. 4.7 Successors and Assigns. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto. 4.8 Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. 4.9 Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so 14 executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Amendment shall become effective upon the execution and delivery of a counterpart hereof by the Borrower, the Agent and the Lenders and the satisfaction of the conditions set forth in ARTICLE III hereof. 15 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written. PROVINCE HEALTHCARE COMPANY By: /s/ Christopher T. Hannon -------------------------------- Name: Christopher T. Hannon Title: Vice President/Treasurer WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as Lender By: /s/ Scott Santa Cruz -------------------------------- Name: Scott Santa Cruz Title: Director 1 BANK OF AMERICA, N.A., AS A LENDER By: /s/ Elizabeth L. Knox -------------------------------- Name: Elizabeth L. Knox Title: Senior Vice President 2 MERRILL LYNCH CAPITAL CORPORATION, AS A LENDER By: /s/ Michael E. O'Brien -------------------------------- Name: Michael E. O'Brien Title: Vice President 3 NATIONAL CITY BANK OF KENTUCKY, AS A LENDER By: /s/ Deroy Scott -------------------------------- Name: Deroy Scott Title: Senior Vice President 4 U.S. BANK NATIONAL ASSOCIATION (F/K/A/ FIRSTAR BANK, NATIONAL ASSOCIATION), AS A LENDER By: /s/ S. W. Choppin -------------------------------- Name: S. W. Choppin Title: Senior Vice President 5 BNP PARIBAS, AS A LENDER By: /s/ Brock Harris -------------------------------- Name: Brock Harris Title: Director By: /s/ Jeffrey Casucci -------------------------------- Name: Jeffrey Casucci Title: Vice President 6 SUNTRUST BANK, AS A LENDER By: /s/ W. Brooks Hubbard -------------------------------- Name: W. Brooks Hubbard Title: Director 7 GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER By: /s/ Brian P. Schwinn -------------------------------- Name: Brian P. Schwinn Title: Duly Authorized Signatory 8 AMSOUTH BANK, AS A LENDER By: /s/ Allison H. Jones -------------------------------- Name: Allison H. Jones Title: Vice President 9 LASALLE BANK NATIONAL ASSOCIATION, AS A LENDER By: /s/ Kristen L. Schmitt -------------------------------- Name: Kristen L. Schmitt Title: Officer 10 CREDIT LYONNAIS NEW YORK BRANCH, AS A LENDER By: /s/ Charles Heidsieck -------------------------------- Name: Charles Heidsieck Title: Senior Vice President 11 Schedule A Revolving Credit Commitments

Revolving Credit Lender Commitment ------ ---------- Wachovia Bank, National Association $ 38,338,858 Bank of America, N.A. 35,000,000 Merrill Lynch Capital Corporation 15,000,000 National City Bank of Kentucky 21,250,000 U.S. Bank National Association (f/k/a Firstar Bank, National Association) 26,250,000 BNP Paribas 17,827,221 SunTrust Bank 26,250,000 General Electric Capital Corporation 15,000,000 AmSouth Bank 12,583,921 LaSalle Bank National Association 15,000,000 Credit Lyonnais New York Branch 27,500,000

EX-31.1 7 g84259exv31w1.txt EX-31.1 SECTION 302 CERTIFICATION Exhibit 31.1 PROVINCE HEALTHCARE COMPANY CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Martin S. Rash, certify that: 1. I have reviewed this quarterly report on Form 10-Q of the registrant, Province Healthcare Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 /s/ Martin S. Rash ----------------------- Martin S. Rash Chief Executive Officer EX-31.2 8 g84259exv31w2.txt EX-31.2 SECTION 302 CERTIFICATION Exhibit 31.2 PROVINCE HEALTHCARE COMPANY CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher T. Hannon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of the registrant, Province Healthcare Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 8, 2003 /s/ Christopher T. Hannon --------------------------- Christopher T. Hannon Chief Financial Officer EX-32.1 9 g84259exv32w1.txt EX-32.1 SECTION 906 CERTFICATIONS Exhibit 32.1 PROVINCE HEALTHCARE COMPANY CERTIFICATIONS PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Report of Province Healthcare Company (the "Company") on Form 10-Q for the quarter ended June 30, 2003, as filed with the Securities and Exchange Commission (the "SEC") on the date hereof (the "Report"), Martin S. Rash, Chief Executive Officer of the Company, and Christopher T. Hannon, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and (2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 8, 2003 /s/ Martin S. Rash --------------------------------- Martin S. Rash Chief Executive Officer /s/ Christopher T. Hannon --------------------------------- Christopher T. Hannon Chief Financial Officer The foregoing certification is being furnished to the SEC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" as part of the Report for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act. A signed original of this written statement required by Section 906 has been provided to Province Healthcare Company and will be retained by Province Healthcare Company and furnished to the SEC or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

                                                                     Exhibit 4.1

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

                           PROVINCE HEALTHCARE COMPANY

                             SUBORDINATED INDENTURE

                            DATED AS OF MAY 27, 2003

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                   AS TRUSTEE

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



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                   ARTICLE II.
                                 THE SECURITIES

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

                                  ARTICLE III.
                                   REDEMPTION

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

                                   ARTICLE IV.
                                    COVENANTS

Section 4.1. Payment of Principal and Interest...............................................          23
Section 4.2. SEC Reports.....................................................................          23
Section 4.3. Compliance Certificate..........................................................          23


                                        i





                                                                                                      Page
                                                                                                      ----
                                                                                                   
Section 4.4. Stay, Extension and Usury Laws..................................................          24
Section 4.5. Corporate Existence.............................................................          24
Section 4.6. Taxes...........................................................................          24
Section 4.7. Maintenance of Office or Agency.................................................          24

                                   ARTICLE V.
                                   SUCCESSORS

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

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

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

                                  ARTICLE VII.
                                     TRUSTEE

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


                                       ii





                                                                                                      Page
                                                                                                      ----
                                                                                                   
                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

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

                                   ARTICLE X.
                                  MISCELLANEOUS

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


                                       iii





                                                                                                      Page
                                                                                                      ----
                                                                                                   
                                   ARTICLE XI.
                                  SINKING FUNDS

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

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

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

                                  ARTICLE XIII.
                                  SUBORDINATION

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


                                       iv



                           PROVINCE HEALTHCARE COMPANY

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

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



                                        v



                                                                                    
Section 318 (a)        ............................................................    10.1
            (b)        ............................................................    Not Applicable
            (c)        ............................................................    Not Applicable



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

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

                                       vi



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

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.1. Definitions.

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

                  "Affiliate" means, with respect to any specified Person, (a)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person or (b) any other
Person that owns, directly or indirectly, l0% or more of such specified Person's
Capital Stock or (c) any executive officer or director of any such specified
Person or other Person. For the purposes of this definition, "control," when
used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

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

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

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

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



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

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

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

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

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

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

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

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

                                        2



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

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

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

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

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

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

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

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

                  "Designated Senior Indebtedness" means:

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

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

                                        3



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

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

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

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

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

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

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

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

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

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

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

                                        4



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

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

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

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

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

                                        5



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

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

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

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

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

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

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

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

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

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

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

                                        6



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

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

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

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

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

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

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

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

                  "Senior Indebtedness" means:

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

                                        7



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

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

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

                  (i)      Indebtedness evidenced by the Securities;

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

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

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

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

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

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

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

                  (ix)     Capital Stock of the Company;

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

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

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

                                        8



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

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

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

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

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

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

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

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

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

                                        9



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

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

                  Section 1.2. Other Definitions.



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


                  Section 1.3. Incorporation by Reference of Trust Indenture
Act.

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

                                       10



                  "Commission" means the SEC.

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

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

                  "indenture to be qualified" means this Indenture.

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

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

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

                  Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

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

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

                                   ARTICLE II.
                                 THE SECURITIES

                  Section 2.1. Issuable in Series.

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

                                       11



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

                  Section 2.2. Establishment of Terms of Series of Securities.

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

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

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

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

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

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

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

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

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

                                       12



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

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

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

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

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

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

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

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

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

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

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

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

                                       13



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

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

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

                  Section 2.3. Execution and Authentication.

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

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

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

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

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

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

                                       14



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

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate.

                  Section 2.4. Registrar and Paying Agent.

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

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

                                       15



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

                  Section 2.5. Paying Agent to Hold Money in Trust.

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

                  Section 2.6. Securityholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Securityholders of each Series of Securities and shall otherwise
comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least ten days before each interest payment date
and at such other times as the Trustee may request in writing a list, in such
form and as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.

                  Section 2.7. Transfer and Exchange.

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

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

                                       16



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

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

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

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

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

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

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

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

                  Section 2.9. Outstanding Securities.

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

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

                                       17



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

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

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

                  Section 2.10. Treasury Securities.

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

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

                  Section 2.11. Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights
under this Indenture as the definitive Securities.

                  Section 2.12. Cancellation.

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

                                       18



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

                  Section 2.13. Defaulted Interest.

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

                  Section 2.14. Record Date.

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

                  Section 2.15. Global Securities.

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

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

                                       19



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

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

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

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

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

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

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

                  Section 2.16. CUSIP Numbers.

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

                                       20



                                  ARTICLE III.
                                   REDEMPTION

                  Section 3.1. Notice to Trustee.

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

                  Section 3.2. Selection of Securities to Be Redeemed.

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

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

                  Section 3.3. Notice of Redemption.

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

                                       21



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

                  (a)      the redemption date;

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

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

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

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

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

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

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

                  Section 3.4. Effect of Notice of Redemption.

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

                  Section 3.5. Deposit of Redemption Price.

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

                                       22



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

                  Section 3.6. Securities Redeemed in Part.

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

                                   ARTICLE IV.
                                    COVENANTS

                  Section 4.1. Payment of Principal and Interest.

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

                  Section 4.2. SEC Reports.

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

                  Section 4.3. Compliance Certificate.

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

                                       23



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

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

                  Section 4.4. Stay, Extension and Usury Laws.

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

                  Section 4.5. Corporate Existence.

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

                  Section 4.6. Taxes.

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

                  Section 4.7. Maintenance of Office or Agency.

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

                                       24



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

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

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

                                   ARTICLE V.
                                   SUCCESSORS

                  Section 5.1. When Company May Merge, Etc.

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

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

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

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

                  Section 5.2. Successor Corporation Substituted.

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

                                       25



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

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

                  Section 6.1. Events of Default.

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

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

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

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

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

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

                                       26



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

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

                           (i)      commences a voluntary case,

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

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

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

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

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

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

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

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

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

                  Section 6.2. Acceleration of Maturity; Rescission and
Annulment.

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

                                       27



6.1(f) or (g) shall occur and is continuing, the principal amount (or specified
amount) of, premium, if any, and accrued and unpaid interest, if any, on all
outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

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

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

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

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

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

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

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

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

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

                  The Company covenants that if:

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

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

                                       28



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

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

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

                  Section 6.4. Trustee May File Proofs of Claim.

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

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

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

                                       29



         that the Trustee shall consent to the making of such payments directly
         to the Holders, to pay to the Trustee any amount due it for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel, and any other amounts due the Trustee
         under Section 7.7.

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

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

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

                  Section 6.6. Application of Money Collected.

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

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

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

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

                  Fourth: To the Company.

                  Section 6.7. Limitation on Suits.

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

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

                                       30



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

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

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

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

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

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

                  Section 6.9. Restoration of Rights and Remedies.

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

                  Section 6.10. Rights and Remedies Cumulative.

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

                                       31



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

                  Section 6.11. Delay or Omission Not Waiver.

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

                  Section 6.12. Control by Holders.

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

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

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

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

                  Section 6.13. Waiver of Past Defaults.

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

                                       32



                  Section 6.14. Undertaking for Costs.

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

                                  ARTICLE VII.
                                     TRUSTEE

                  Section 7.1. Duties of Trustee.

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

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

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

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

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

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

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

                                       33



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

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

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

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

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

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

                  Section 7.2. Rights of Trustee.

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

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

                  (c)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care. No Depository shall be deemed an agent of the Trustee and the Trustee
shall not be responsible for any act or omission by any Depository.

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

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

                                       34



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

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

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

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

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

                  Section 7.3. Individual Rights of Trustee.

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

                  Section 7.4. Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its authentication.

                                       35



                  Section 7.5. Notice of Defaults.

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

                  Section 7.6. Reports by Trustee to Holders.

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

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

                  Section 7.7. Compensation and Indemnity.

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

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

                                       36



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

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

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

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

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

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

                  Section 7.8. Replacement of Trustee.

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

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

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

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

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

                  (d)      the Trustee becomes incapable of acting.

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

                                       37



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

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

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

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

                  Section 7.9. Successor Trustee by Merger, Etc.

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

                  Section 7.10. Eligibility; Disqualification.

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

                  Section 7.11. Preferential Collection of Claims Against
Company.

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

                                       38


                                 ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

                  Section  8.2. Legal Defeasance and Discharge.

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

                  Section  8.3. Covenant Defeasance.

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

                                       39


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

                  Section  8.4. Conditions to Legal or Covenant Defeasance.

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

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

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

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

                  (c)      in the case of an election under Section 8.3 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States (which counsel may be an employee of the Company
         or any Subsidiary of the Company) reasonably acceptable to the Trustee
         confirming that the Holders of the outstanding Securities of such
         Series will not recognize income, gain or loss for federal income tax
         purposes as a result of such Covenant Defeasance and will be subject to
         federal income tax on the same

                                       40


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

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

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

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

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

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

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

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

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

                                       41


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

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

                  Section  8.6. Repayment to Company.

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

                  Section  8.7. Reinstatement.

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

                  Section  8.8. Discharge.

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

                                       42


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

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

                  Section  9.1. Without Consent of Holders.

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

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

                  (b)      to comply with Article V;

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

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

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

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

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

                                       43


                  Section  9.2. With Consent of Holders.

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

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

                  Section  9.3. Limitations.

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

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

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

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

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

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

                                       44


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

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

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

                  Section  9.4. Compliance with Trust Indenture Act.

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

                  Section  9.5. Revocation and Effect of Consents.

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

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

                  Section  9.6. Notation on or Exchange of Securities.

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

                  Section  9.7. Trustee to Sign Amendments; Trustee Protected.

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

                                       45


                                   ARTICLE X.
                                  MISCELLANEOUS

                  Section  10.1. Trust Indenture Act Controls.

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

                  Section  10.2. Notices.

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

                  If to the Company or any Guarantor:

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

                  With a copy to:

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

                  If to the Trustee:

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

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

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

                                       46


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

                  Any notice or communication to a Securityholder shall be
mailed by first class mail, or by overnight air courier guaranteeing next day
delivery, to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

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

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

                  Section  10.3. Communication by Holders with Other Holders.

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

                  Section  10.4. Certificate and Opinion as to Conditions
Precedent.

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

                  (a)      an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

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

                  Section  10.5. Statements Required in Certificate or Opinion.

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

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

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

                                       47


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

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

                  Section  10.6. Rules by Trustee and Agents.

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

                  Section  10.7. Legal Holidays.

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

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

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

                  Section  10.9. Counterparts.

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

                  Section  10.10. Governing Laws.

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

                                       48


                  Section  10.11. No Adverse Interpretation of Other Agreements.

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

                  Section  10.12. Successors.

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

                  Section  10.13. Severability.

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

                  Section  10.14. Table of Contents, Headings, Etc.

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

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

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

                                       49


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

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

                  Section  10.16. Judgment Currency.

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

                                   ARTICLE XI.
                                  SINKING FUNDS

                  Section  11.1. Applicability of Article.

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

                                       50


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

                  Section  11.2. Satisfaction of Sinking Fund Payments with
Securities.

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

                  Section  11.3. Redemption of Securities for Sinking Fund.

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

                                       51


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

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

                  Section  12.1. Subsidiary Guarantee.

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

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

                                       52


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

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

                  Section  12.2. Limitation on Guarantor Liability.

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

                  Section  12.3. Execution and Delivery of Subsidiary Guarantee.

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

                                       53


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

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

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

                                  ARTICLE XIII.
                                  SUBORDINATION

                  Section  13.1. Agreement to Subordinate.

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

                  Section  13.2. Liquidation; Dissolution; Bankruptcy.

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

                                       54


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

                  Section  13.3. Default on Designated Senior Indebtedness.

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

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

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

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

                                       55


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

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

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

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

                  Section  13.4. Acceleration of Securities.

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

                  Section  13.5. When Distribution Must Be Paid Over.

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

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

                  Section  13.6. Notice by the Company.

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

                                       56


                  Section  13.7. Subrogation.

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

                  Section  13.8. Relative Rights.

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

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

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

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

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

                                       57


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

                  Section  13.10. Distribution or Notice to Representative.

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

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

                  Section  13.11. Rights of Trustee and Paying Agent.

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

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

                  Section  13.12. Authorization to Effect Subordination.

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

                                       58


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

                  Section  13.13. Amendments.

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

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

                                       59


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

                              PROVINCE HEALTHCARE COMPANY

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

                              U.S. BANK TRUST NATIONAL ASSOCIATION,
                              as Trustee

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

                                       60

EX-4.2

                                                                     Exhibit 4.2

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

                           PROVINCE HEALTHCARE COMPANY

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                   as Trustee

                    7 1/2% Senior Subordinated Notes due 2013

                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of May 27, 2003

                                       TO

                             SUBORDINATED INDENTURE

                            Dated as of May 27, 2003

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



                                TABLE OF CONTENTS



                                                                                           Page
                                                                                           ----
                                                                                        
Article I. DEFINITIONS..................................................................    1

   Section 1.1.   DEFINITIONS...........................................................    1

Article II. FORM AND TERMS OF THE NOTES.................................................   14

   Section 2.1.   FORM AND DATING.......................................................   14
   Section 2.2.   EXECUTION AND AUTHENTICATION..........................................   15
   Section 2.3.   DEPOSITORY AND PAYING AGENT FOR NOTES.................................   15
   Section 2.4.   TRANSFER AND EXCHANGE OF NOTES........................................   15
   Section 2.5.   REDEMPTION............................................................   16
   Section 2.6.   COVENANTS.............................................................   17
   Section 2.7.   SUCCESSORS............................................................   33
   Section 2.8.   DEFAULTS AND REMEDIES.................................................   35
   Section 2.9.   LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................   37
   Section 2.10.  AMENDMENTS............................................................   39
   Section 2.11.  SUBSIDIARY GUARANTEES.................................................   42
   Section 2.12.  SUBORDINATION.........................................................   42

Article III. MISCELLANEOUS..............................................................   42

   Section 3.1.   EFFECT OF HEADINGS....................................................   42
   Section 3.2.   SUCCESSORS AND ASSIGNS................................................   42
   Section 3.3.   SEPARABILITY CLAUSE...................................................   42
   Section 3.4.   GOVERNING LAW.........................................................   43
   Section 3.5.   FIRST SUPPLEMENT TO SUPERSEDE BASE INDENTURE..........................   43

EXHIBITS

   Exhibit A      FORM OF NOTES
   Exhibit B      FORM OF SUPPLEMENTAL INDENTURE


                                       i


                  THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 27, 2003
("First Supplemental Indenture"), is by and between PROVINCE HEALTHCARE COMPANY,
a Delaware corporation (the "Company"), having its principal office at 105
Westwood Place, Brentwood Tennessee 37027, and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association organized and existing under the
laws of the United States of America, as trustee (the "Trustee"), having its
principal corporate trust office at 100 Wall Street, 16th Floor, New York, NY
10005.

                                   WITNESSETH:

                  WHEREAS, the Company and U.S. Bank Trust National Association,
acting as trustee, executed and delivered a Subordinated Indenture, dated as of
May 27, 2003 (the "Base Indenture," and, as supplemented by this First
Supplemental Indenture, the "Indenture"), to provide for the issuance by the
Company from time to time of Securities to be issued in one or more series as
provided in the Base Indenture;

                  WHEREAS, the issuance and sale of up to $200,000,000 aggregate
principal amount of a series of the Company's Securities (the "Notes") have been
authorized by resolutions adopted by the Board of Directors of the Company on
May 1, 2003 and May 21, 2003;

                  WHEREAS, the Company desires to issue and sell $200,000,000
aggregate principal amount of the Notes on the date hereof;

                  WHEREAS, the Company desires to enter into this First
Supplemental Indenture pursuant to Section 2.2 of the Base Indenture to
supplement the Base Indenture to establish the form and terms of the Notes; and

                  NOW, THEREFORE, for and in consideration of the premises
stated herein and the purchase of the Notes by the Holders thereof, the parties
hereto hereby enter into this First Supplemental Indenture, for the equal and
proportionate benefit of all Holders of Notes, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

Section 1.1.      DEFINITIONS.

                  (a)      All of the terms used in this First Supplemental
Indenture which are defined in the Base Indenture shall have the meanings
specified in the Base Indenture, unless otherwise defined herein (in which case
they shall have the meanings defined herein for the purposes of the Base
Indenture as well as for the First Supplemental Indenture) or unless the context
otherwise requires, and for the purposes of this First Supplemental Indenture,
the following terms have the meanings set forth in this Section:

                  "Acquired Indebtedness" means Indebtedness of a Person (a)
existing at the time such Person becomes a Restricted Subsidiary or is merged
into or consolidated with the



Company or any of its Restricted Subsidiaries or (b) assumed in connection with
the acquisition of assets from such Person, in each case other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary or such acquisition, as the case may be. Acquired
Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary.

                  "Additional Notes" means such amount of the Company's 7 1/2%
Senior Subordinated Notes due 2013 (other than the Initial Notes) as the Company
may issue from time to time under the Indenture in accordance with Section 2.2
hereof as part of the same series as the Initial Notes.

                  "Agent Members" means members of, or participants in, the
Depository.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
assignment, lease or other disposition (including, without limitation, by way of
merger, consolidation or sale and leaseback transaction) (collectively, a
"transfer"), directly or indirectly, in one transaction or a series of related
transactions, of (a) any Capital Stock of any Restricted Subsidiary, (b) all or
substantially all of the properties and assets of any division or line of
business of the Company or any Restricted Subsidiary, or (c) any other
properties or assets of the Company or any Restricted Subsidiary other than in
the ordinary course of business. For the purposes of this definition, the term
"Asset Sale" shall not include any transfer of properties or assets (i) that is
governed by the provisions of Section 5.1 of the Indenture, (ii) by the Company
to any wholly owned Restricted Subsidiary, or by any Restricted Subsidiary to
the Company or any wholly owned Restricted Subsidiary in accordance with the
terms hereof, (iii) pursuant to a Hospital Swap, (iv) with an aggregate Fair
Market Value of less than $10,000,000, (v) that are obsolete, damaged or worn
out equipment or inventory that is no longer useful in the conduct of the
Company's or its Subsidiaries' business and that is disposed of in the ordinary
course of business, or constituting a Restricted Payment that is permitted to be
made, and is made, in compliance with Section 4.8 of the Indenture.

                  "Average Life" means, as of the date of determination with
respect to any Indebtedness, the quotient obtained by dividing (a) the sum of
the products of (i) the number of years from the date of determination to the
date or dates of each successive scheduled principal payment (including, without
limitation, any sinking fund requirements) of such Indebtedness multiplied by
(ii) the amount of each such principal payment by (b) the sum of all such
principal payments.

                  "Change in Control" means the occurrence of any of the
following events: (a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person shall be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 35% of the total outstanding Voting Stock of the Company; (b) the Company
consolidates with, or merges with or into, another Person or conveys, transfers,
leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person consolidates with, or merges with or into, the Company, in
any such

                                       2


event pursuant to a transaction in which the outstanding Voting Stock of the
Company is converted into or exchanged for cash, securities or other property,
other than any such transaction (i) where the outstanding Voting Stock of the
Company is not converted or exchanged at all (except to the extent necessary to
reflect a change in the jurisdiction of incorporation of the Company) or is
converted into or exchanged for (A) Voting Stock (other than Redeemable Capital
Stock) of the surviving or transferee corporation and/or (B) cash, securities
and other property (other than Capital Stock of the surviving or transferee
corporation) in an amount that could be paid by the Company as a Restricted
Payment as described under, or is otherwise not prohibited by, Section 4.8 of
the Indenture and (ii) immediately after such transaction, no "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the total outstanding Voting Stock
of the surviving or transferee corporation; (c) during any consecutive two year
period, individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election to such
Board of Directors, or whose nomination for election by the stockholders of the
Company, was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office; or (d) the Company is liquidated or dissolved or adopts a plan of
liquidation or dissolution other than in a transaction which complies with the
provisions described under Section 5.1 of the Indenture.

                  "Consolidated Adjusted Net Income" means, for any period, the
consolidated net income (or loss) of the Company and all Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding,
without duplication, (a) any net after-tax extraordinary gains or losses (less
all fees and expenses relating thereto), (b) any net after-tax gains or losses
(less all fees and expenses relating thereto) attributable to asset dispositions
other than in the ordinary course of business, (c) the portion of net income (or
loss) of any Person (other than the Company or a Restricted Subsidiary),
including Unrestricted Subsidiaries, 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 dividends or distributions during such period, (d) the net
income of any Restricted Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary is
not at the date of determination permitted, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Restricted
Subsidiary or its stockholders and (e) for purposes of calculating Consolidated
Adjusted Net Income under Section 4.8 of the Indenture any net income (or loss)
from any Restricted Subsidiary while it was an Unrestricted Subsidiary at any
time during such period other than any amounts actually received from such
Restricted Subsidiary during such period.

                  "Consolidated EBITDA" of the Company means, for any period,
the sum of Consolidated Adjusted Net Income and, to the extent deducted in
computing Consolidated Adjusted Net Income, Consolidated Interest Expense,
Consolidated Income Tax Expense and

                                       3


Consolidated Non-Cash Charges, less all non-cash items increasing Consolidated
Adjusted Net Income, in each case, for such period.

                  "Consolidated Fixed Charge Coverage Ratio" of the Company
means, for any period, the ratio of (a) the sum of Consolidated Adjusted Net
Income and, to the extent deducted in computing Consolidated Adjusted Net
Income, Consolidated Interest Expense, Consolidated Income Tax Expense and
Consolidated Non-Cash Charges, less all non-cash items increasing Consolidated
Adjusted Net Income, in each case, for such period to (b) the sum of (i)
Consolidated Interest Expense, (ii) cash dividends due (whether or not declared)
on Preferred Stock of the Company or any Restricted Subsidiary and (iii)
non-cash dividends due (whether or not declared) on Redeemable Capital Stock of
the Company or any Restricted Subsidiary, in each case for such period.

                  "Consolidated Income Tax Expense" means, for any period, the
provision for federal, state, local and foreign income taxes of the Company and
all Restricted Subsidiaries for such period as determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of the Company and its
Restricted Subsidiaries for such period, including, without limitation, (i)
amortization of debt discount, (ii) the net cost (benefit) of Interest Rate
Agreements and Currency Agreements (including amortization of discounts), (iii)
the interest portion of any deferred payment obligation, including Attributable
Debt, (iv) commissions, discounts, and other fees and charges owed with respect
to letters of credit and bankers acceptance financing and similar transactions,
and (v) amortization of debt issuance costs, plus (b) the interest component of
Capitalized Lease Obligations of the Company and its Restricted Subsidiaries
paid, accrued and/or scheduled to be paid or accrued during such period, plus
(c) the interest of the Company and its Restricted Subsidiaries that was
capitalized during such period, plus (d) interest on Indebtedness of another
Person that is guaranteed by the Company or any Restricted Subsidiary or secured
by a Lien on assets of the Company or a Restricted Subsidiary, to the extent
such interest is actually paid by the Company or such Restricted Subsidiary, in
each case as determined on a consolidated basis in accordance with GAAP;
provided that (x) the Consolidated Interest Expense attributable to interest on
any Indebtedness computed on a pro forma basis and bearing a floating interest
rate shall be computed as if the rate in effect on the date of computation had
been the applicable rate for the entire period, and (y) in making such
computation, the Consolidated Interest Expense attributable to interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period; provided further that, notwithstanding the
foregoing, the interest rate with respect to any Indebtedness covered by any
Interest Rate Agreement shall be deemed to be the effective interest rate with
respect to such Indebtedness after taking into account such Interest Rate
Agreement.

                  "Consolidated Net Worth" means, at any date, the stockholders'
equity of the Company and its Restricted Subsidiaries as set forth on the most
recently available quarterly or annual consolidated balance sheet of the Company
and its Restricted Subsidiaries, less the amount of such stockholders' equity
attributable to Redeemable Capital Stock or any equity security convertible or
exchangeable for Indebtedness, the cost of treasury stock of the Company

                                       4


and any Restricted Subsidiary, the principal amount of any promissory notes
receivable from the sale of Capital Stock of the Company or any Restricted
Subsidiary, in each case as determined on a consolidated basis in accordance
with GAAP (excluding the effects of foreign currency adjustments under Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 52).

                  "Consolidated Non-Cash Charges" means, for any period, the
aggregate depreciation, amortization, depletion and other non-cash expenses of
the Company and any Restricted Subsidiary for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such non-cash charge
that requires an accrual of or reserve for cash charges for any future period).

                  "Convertible Subordinated Notes" means the Company's 4 1/2%
Convertible Subordinated Notes due 2005 and 4 1/4% Convertible Subordinated
Notes due 2008.

                  "Definitive Notes" means Notes that are in the form of the
Notes attached hereto as Exhibit A, that do not include the information called
for by Section 2.15 of the Base Indenture.

                  "Disinterested Director" means, with respect to any
transaction or series of transactions in respect of which the Board of Directors
is required to deliver a Board Resolution of the Board of Directors under the
Indenture, a member of the Board of Directors who does not have any material
direct of indirect financial interest in or with respect to such transaction or
series of transactions.

                  "Global Note" means a permanent global Note that contains the
paragraph referred to in Section 2.15 of the Base Indenture and the additional
Schedule of Exchanges of Notes to the form of the Note attached hereto as
Exhibit A, and that is deposited with and registered in the name of the
Depository.

                  "Hospital" means a hospital, outpatient clinic, long-term care
facility or other facility or business that is used or useful in or related to
the provision of healthcare services (other than a medical office building).

                  "Hospital Swap" means an exchange of assets and, to the extent
necessary to equalize the value of the assets being exchanged, cash by the
Company or a Restricted Subsidiary for one or more Hospitals and/or one or more
Related Businesses or for 100% of the Capital Stock of any Person owning or
operating one or more Hospitals and/or one or more Related Businesses, provided
that cash does not exceed 25% of the sum of the amount of the cash and the Fair
Market Value of the Capital Stock or assets received or given by the Company or
a Restricted Subsidiary in such transaction.

                  "Independent Financial Advisor" means a reputable accounting,
appraisal or investment banking firm that, in the reasonable good faith judgment
of the Board of Directors of the Company, is qualified to perform the task for
which such firm has been engaged and is independent with respect to the Company.

                                       5


                  "Initial Notes" means the first $200,000,000 aggregate
principal amount of 7 1/2% Senior Subordinated Notes due 2013 that are issued
under the Indenture, as amended or supplemented from time to time pursuant to
the Indenture.

                  "Investment" means, with respect to any Person, any direct or
indirect advance, loan, guarantee or other extension of credit or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase, acquisition or ownership by such Person of any Capital Stock, bonds,
notes, debentures or other securities or evidences of Indebtedness issued or
owned by, any other Person and all other items that would be classified as
investments on a balance sheet prepared in accordance with GAAP. "Investment"
shall exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.

                  "Issuance Date" means the date on which the Notes are
originally issued under the Indenture.

                  "Joint Venture EBITDA" means, for any period, the aggregate of
the Consolidated EBITDA attributable to each Non-Wholly Owned Subsidiary
multiplied by the percentage (expressed as a fraction) of the Capital Stock of
such Non-Wholly Owned Subsidiary for which the Company or any of its wholly
owned Subsidiaries does not beneficially own both economic and voting control.

                  "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), security interest, hypothecation, assignment for security, claim, or
preference of priority or other encumbrance upon or with respect to any property
of any kind, real or personal, movable or immovable, now owned or hereafter
acquired. A Person shall be deemed to own subject to a Lien any property which
such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement having substantially the same economic effect as the foregoing.

                  "Material Subsidiary" of a Person means any Restricted
Subsidiary that would be a significant subsidiary of such Person, as defined in
rule 1-02 of Regulation S-X under the Securities Act.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary), net of (a) brokerage commissions and other fees
and expenses (including, without limitation, fees and expenses of legal counsel
and investment banks, recording fees, transfer fees and appraiser fees) related
to such Asset Sale, (b) provisions for all taxes payable as a result of such
Asset Sale, (c) payments made to retire Indebtedness where payment of such
Indebtedness is secured by the assets or properties which are the subject of
such Asset Sale or where such Indebtedness must by its terms, or as required by
applicable law, be repaid out of the proceeds of such Asset Sale, (d) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in or having a Lien on the assets
subject to the Asset Sale, (e) all distributions and other payments

                                       6


required to be made to non-majority interest holders in Subsidiaries as a result
of such Asset Sale and (f) appropriate amounts to be provided by the Company or
any Restricted Subsidiary, as the case may be, as a reserve required in
accordance with GAAP against any liabilities associated with such Asset Sale and
retained by the Company or any Restricted Subsidiary, as the case may be, after
such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee.

                  "Non-Wholly Owned Subsidiary" of the Company means any
Subsidiary (i) less than 100% of the outstanding voting power of the Voting
Stock of which is owned or controlled, directly or indirectly, by the Company or
by one or more wholly owned Subsidiaries of the Company, or by the Company and
one or more wholly owned Subsidiaries thereof or (ii) in which the Company, or
one or more wholly owned Subsidiaries of the Company, or the Company and one or
more wholly owned Subsidiaries, directly or indirectly, has less than 100% of
the outstanding partnership or similar interests or does not have the power, by
contract or otherwise, to direct or cause the direction of the policies,
management and affairs thereof.

                  "Note Guarantee" means any Subsidiary Guarantee by any
Restricted Subsidiary in accordance with the provisions of the Indenture.

                  "Note Guarantor" means any Person that is required after the
date of the Indenture to execute a guarantee of the Notes pursuant to Section
4.17 of the Indenture until a successor replaces such party pursuant to the
applicable provisions of the Indenture and, thereafter, shall mean such
successor; provided that, upon release and discharge of any Person from its Note
Guarantee in accordance with the Indenture, such Person shall cease to be a Note
Guarantor.

                  "Notes" has the meaning assigned to it in the preamble to this
First Supplemental Indenture. Unless otherwise indicated, the Initial Notes and
any Additional Notes shall be treated as a single class for all purposes under
the Indenture.

                  "Permitted Indebtedness" means any of the following:

                  (a)      Indebtedness of the Company or any Restricted
                           Subsidiary under the Senior Credit Agreement
                           (including guarantees by the Company or any of its
                           Restricted Subsidiaries of obligations under the
                           Senior Credit Agreement), in an aggregate principal
                           amount at any one time outstanding not to exceed the
                           sum of $300,000,000 plus the amount equal to 85% of
                           the net book value of receivables and 65% of the net
                           book value of inventory of the Company and its
                           Restricted Subsidiaries on a consolidated basis at
                           the time the Indebtedness is incurred, as determined
                           in accordance with GAAP, less the amount of any
                           permanent reduction of the commitments under the
                           Senior Credit Agreement repaid as provided in Section
                           4.11 of the Indenture;

                                       7


                  (b)      Capitalized Lease Obligations of the Company and its
                           Restricted Subsidiaries in an aggregate amount not to
                           exceed $40,000,000 at any one time outstanding;

                  (c)      Indebtedness of the Company pursuant to the Notes
                           (other than Additional Notes);

                  (d)      Indebtedness (other than Indebtedness referred to in
                           clauses (a), (b) and (c) of this definition) of the
                           Company or any Restricted Subsidiary outstanding on
                           the date hereof;

                  (e)      Indebtedness of the Company owing to any Restricted
                           Subsidiary; provided that any Indebtedness of the
                           Company owing to a Restricted Subsidiary that is not
                           a Note Guarantor is unsecured and is subordinated in
                           right of payment from and after such time as the
                           notes shall become due and payable (whether at Stated
                           Maturity, acceleration or otherwise) to the payment
                           and performance of the Company's obligations under
                           the Notes; provided further that a disposition,
                           pledge or transfer of any such Indebtedness to a
                           Person (other than a disposition, pledge or transfer
                           to the Company or another Restricted Subsidiary)
                           shall be deemed to be an incurrence of such
                           Indebtedness by the Company not permitted by this
                           clause (e);

                  (f)      Indebtedness of a wholly owned Restricted Subsidiary
                           owing to the Company or to another wholly owned
                           Restricted Subsidiary; provided that any disposition,
                           pledge or transfer of any such Indebtedness to a
                           Person (other than a disposition, pledge or transfer
                           to the Company or a Restricted Subsidiary and other
                           than a pledge to the lenders under the Senior Credit
                           Agreement) shall be deemed to be an incurrence of
                           such Indebtedness by such Restricted Subsidiary not
                           permitted by this clause (f);

                  (g)      guarantees of any Restricted Subsidiary made in
                           accordance with the provisions of Section 4.17 of the
                           Indenture;

                  (h)      obligations of the Company entered into in the
                           ordinary course of business (i) pursuant to Interest
                           Rate Agreements in respect of Indebtedness of the
                           Company or any Restricted Subsidiary, which
                           obligations do not exceed the aggregate principal
                           amount of such Indebtedness and (ii) pursuant to
                           Currency Agreements entered into by the Company or
                           any of its Restricted Subsidiaries in respect of its
                           (x) assets or (y) obligations, as the case may be,
                           denominated in a foreign currency;

                  (i)      Indebtedness of the Company or any Restricted
                           Subsidiary in respect of Purchase Money Obligations
                           in an aggregate amount not to exceed $10,000,000 at
                           any one time outstanding;

                  (j)      Indebtedness of the Company or any Restricted
                           Subsidiary consisting of guarantees, indemnities,
                           hold backs or obligations in respect of purchase

                                       8


                           price adjustments in connection with the acquisition
                           or disposition of assets, including, without
                           limitation, shares of Capital Stock of Restricted
                           Subsidiaries, or contingent payment obligations
                           incurred in connection with the acquisition of assets
                           which are contingent on the performance of the assets
                           acquired, other than guarantees of Indebtedness
                           incurred by any Person acquiring all or any portion
                           of such assets or shares of Capital Stock of such
                           Restricted Subsidiary for the purpose of financing
                           such acquisition, provided that the maximum allowable
                           liability in respect of all such Indebtedness shall
                           at no time exceed the gross proceeds actually
                           received by the Company and its Restricted
                           Subsidiaries;

                  (k)      Indebtedness of the Company or any Restricted
                           Subsidiary represented by (i) letters of credit for
                           the account of the Company or any Restricted
                           Subsidiary or (ii) other obligations to reimburse
                           third parties pursuant to any surety bond or other
                           similar arrangements, which letters of credit or
                           other obligations, as the case may be, are intended
                           to provide security for workers' compensation claims,
                           payment obligations in connection with self-insurance
                           or other similar requirements in the ordinary course
                           of business;

                  (l)      any renewals, extensions, substitutions, refinancing
                           or replacements (each, for purposes of this clause, a
                           "refinancing") of any Indebtedness incurred pursuant
                           to the first paragraph of Section 4.10 of the
                           Indenture or referred to in clause (c) or (d) of this
                           definition, including any successive refinancings, so
                           long as (i) any such new Indebtedness shall be in a
                           principal amount that does not exceed the principal
                           amount so refinanced, plus the lesser of the amount
                           of any premium required to be paid in connection with
                           such refinancing pursuant to the terms of the
                           Indebtedness refinanced or the amount of any premium
                           reasonably determined as necessary to accomplish such
                           refinancing, (ii) in the case of any refinancing by
                           the Company of Pari Passu Indebtedness or
                           Subordinated Indebtedness, such new Indebtedness is
                           made pari passu with or subordinate to the Notes at
                           least to the same extent as the Indebtedness being
                           refinanced (provided that notwithstanding anything to
                           the contrary in this clause (ii), in the case of a
                           refinancing by the Company of any of its Convertible
                           Subordinated Notes, such new Indebtedness may be
                           incurred under the Senior Credit Agreement to the
                           extent otherwise permitted under clause (a) of this
                           definition), (iii) such new Indebtedness has an
                           Average Life no shorter than the Average Life of the
                           Indebtedness being refinanced and final Stated
                           Maturity of principal no earlier than the final
                           Stated Maturity of principal of the Indebtedness
                           being refinanced and (iv) Indebtedness of the Company
                           may only be refinanced with Indebtedness of the
                           Company;

                  (m)      Physician Support Obligations incurred by the
                           Company; and

                                       9


                  (n)      Indebtedness of the Company not otherwise permitted
                           by the foregoing clauses (a) through (m) in an
                           aggregate principal amount not in excess of
                           $50,000,000 at any one time outstanding.

                  "Permitted Investments" means any of the following:

                  (a)      Investments in Cash Equivalents;

                  (b)      Investments in the Company or any Restricted
                           Subsidiary;

                  (c)      intercompany Indebtedness to the extent permitted
                           under clause (e) or (f) of the definition of
                           "Permitted Indebtedness";

                  (d)      Investments by the Company or any Restricted
                           Subsidiary in another Person, if as a result of such
                           Investment (i) such other Person becomes a Restricted
                           Subsidiary or (ii) such other Person is merged or
                           consolidated with or into, or transfers or conveys
                           all or substantially all of its assets to, the
                           Company or a Restricted Subsidiary;

                  (e)      bonds, notes, debentures and other securities
                           received as consideration for Assets Sales to the
                           extent permitted under Section 4.11 of the Indenture;

                  (f)      any Investment in a Person engaged principally in a
                           Related Business prior to such Investment if (i) the
                           Company would, at the time of such Investment and
                           after giving pro forma effect thereto as if such
                           Investment had been made at the beginning of the most
                           recently ended four full fiscal quarter period for
                           which consolidated financial statements are available
                           immediately preceding the date of such Investment,
                           have been permitted to incur at least $1.00 of
                           additional Indebtedness pursuant to the Consolidated
                           Fixed Charge Coverage Ratio test set forth in the
                           first paragraph under Section 4.10 of the Indenture
                           and (ii) the aggregate amount (including cash and the
                           book value of property other than cash, as determined
                           by the Board of Directors of the Company) of all
                           Investments made pursuant to this clause (f) by the
                           Company and its Restricted Subsidiaries (determined
                           as of the time made) does not exceed in the aggregate
                           15% of the Total Assets of the Company at the time
                           the Investment is made; provided that Investments of
                           up to $20,000,000 shall be permitted under this
                           clause (f) without regard to the requirement of
                           clause (i) of this clause (f);

                  (g)      Physician Support Obligations;

                  (h)      Investments made in connection with Hospital Swaps;

                  (i)      Investments in prepaid expenses, negotiable
                           instruments held for collection and lease, utility
                           and workers' compensation, performance and other
                           similar deposits made in the ordinary course of
                           business;

                                       10


                  (j)      Interest Rate Agreements and Currency Agreements
                           permitted under Section 4.10 of the Indenture;

                  (k)      Investments existing on the Issuance Date;

                  (l)      any Investment to the extent that the consideration
                           therefor is Qualified Capital Stock;

                  (m)      shares of Capital Stock or other securities received
                           in settlement of debts owed to the Company or any
                           Restricted Subsidiary as a result of foreclosure,
                           perfection or enforcement of any Lien or indebtedness
                           or in connection with any good faith settlement of a
                           bankruptcy proceeding; or

                  (n)      Investments not described in clauses (a) through (m)
                           of this definition in an aggregate amount not to
                           exceed $20,000,000; provided that, for purposes of
                           calculating the aggregate amount of any Investments
                           made pursuant to this clause (n) as of any date, the
                           aggregate amount of all Investments made pursuant to
                           this clause (n) through such date shall be reduced in
                           the case of a disposition of any such Investment on
                           or prior to such date by an amount equal to the
                           lesser of (x) the cash proceeds with respect to the
                           disposition of any such Investment (less the cost of
                           the disposition of such Investment and net of taxes)
                           and (y) the initial amount of such Investment.

                  "Permitted Joint Venture" means, with respect to any Person,
(a) any corporation, association, limited liability company or other business
entity (other than a partnership) 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 and more than 50% of the total equity interests is at the time of
determination owned or controlled, directly or indirectly, by such Person or one
or more of the Restricted Subsidiaries of that Person or a combination thereof
and (b) any partnership of which more than 50% of the general or limited
partnership interests are owned or controlled, directly or indirectly, by such
Person or one or more of the Restricted Subsidiaries of that Person or a
combination thereof, and which in the case of each of clauses (a) and (b) is
engaged in a Related Business.

                  "Permitted Liens" means (a) Liens existing on the Issue Date;
(b) Liens now or hereafter securing any Interest Rate Agreements of the Company
or any Restricted Subsidiary; (c) Liens securing any Indebtedness incurred under
clause (l) of the definition of "Permitted Indebtedness," the proceeds of which
are used to refinance Indebtedness of the Company or any Restricted Subsidiary,
provided that such Liens extend to or cover only the assets currently securing
the Indebtedness being refinanced; (d) Liens securing Acquired Indebtedness
incurred by the Company and any Restricted Subsidiary and permitted under
Section 4.10 of the Indenture, provided that such Liens attach solely to the
assets acquired; (e) Liens securing Indebtedness owing to the Company or a
Restricted Subsidiary; (f) Liens securing Purchase Money Obligations incurred in
accordance with the Indenture; (g) Liens for taxes, assessments or governmental
charges or claims either (i) not delinquent or (ii) contested in good faith by
appropriate proceedings and as to which the Company or its Restricted
Subsidiaries shall have

                                       11


set aside on its books such reserves as may be required pursuant to GAAP; (h)
statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent or being contested in
good faith, if such reserved or other appropriate provision, if any, as shall be
required by GAAP shall have been made in respect thereof; (i) Liens incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds
and other similar obligations; (j) judgment Liens not giving rise to an Event of
Default so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
shall not have been finally terminated or the period within which such
proceedings may be initiated shall not have expired; (k) easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
conduct of the business of the Company or any of its Restricted Subsidiaries; or
(l) any interest or title of a lessor in assets or Property subject to
Capitalized Lease Obligations or an operating lease of the Company or any
Restricted Subsidiary.

                  "Physician Support Obligation" means a loan to or on behalf
of, or a guarantee of indebtedness of, a physician or healthcare professional
providing service to patients in the service area of a Hospital or other health
care facility operated by the Company or any of its Restricted Subsidiaries made
or given by the Company or any Subsidiary of the Company (a) in the ordinary
course of its business and (b) pursuant to a written agreement having a period
not to exceed five years.

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

                  "Public Equity Offering" means an offer and sale of common
stock (which is Qualified Capital Stock) of the Company made on a primary basis
by the Company pursuant to a registration statement that has been declared
effective by the SEC pursuant to the Securities Act (other than a registration
statement on Form S-8 or otherwise relating to equity securities issuable under
any employee benefit plan of the Company).

                  "Purchase Money Obligations" means any Indebtedness of the
Company or any Restricted Subsidiary incurred to finance the acquisition or
construction of any property or business (including Indebtedness incurred within
90 days following such acquisition or construction), including Indebtedness of a
Person existing at the time such Person becomes a Subsidiary or assumed by the
Company or a Subsidiary in connection with the acquisition of assets from such
Person; provided, however, that any Lien on such Indebtedness shall not extend
to any property other than the property so acquired or constructed.

                  "Qualified Capital Stock" of any Person means any and all
Capital Stock of such Person other than Redeemable Capital Stock.

                                       12


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

                  "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.

                  "Total Assets" of the Company means the total consolidated
assets of the Company and its Restricted Subsidiaries as shown on the most
recent balance sheet of the Company.

                  "Unrestricted Subsidiary" means (a) any Subsidiary that at the
time of determination shall be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Company, as provided in Section 4.18 of the Indenture)
and (b) any Subsidiary of any Unrestricted Subsidiary.

                  (b)      OTHER DEFINITIONS.

                  The definitions of the following terms may be found in the
Sections indicated as follows:



               TERM                             DEFINED IN SECTION
               ----                             ------------------
                                            
"Base Indenture"                                     Preamble hereof
"Change in Control Offer"                      4.15 of the Indenture
"Change in Control Payment"                    4.15 of the Indenture
"Change in Control Purchase Price"             4.15 of the Indenture
"Change in Control Purchase Date"              4.15 of the Indenture
"Company"                                            Preamble hereof
"Designation"                                  4.18 of the Indenture
"Designation Amount"                           4.18 of the Indenture
"DTC"                                                     2.3 hereof
"Excess Proceeds"                              4.11 of the Indenture
"Excess Proceeds Offer"                        4.11 of the Indenture
"Excess Proceeds Payment"                      4.11 of the Indenture
"Excess Proceeds Payment Date"                 4.11 of the Indenture
"Event of Default"                              6.1 of the Indenture
"First Supplemental Indenture"                       Preamble hereof
"incur"                                        4.10 of the Indenture
"Indenture"                                          Preamble hereof
"Interested Persons"                           4.12 of the Indenture
"Replacement Assets"                           4.11 of the Indenture
"Restricted Payments"                           4.8 of the Indenture
"Revocation"                                   4.18 of the Indenture
"Surviving Entity"                              5.1 of the Indenture
"Trustee"                                            Preamble hereof


                                       13


                                  ARTICLE II.

                           FORM AND TERMS OF THE NOTES

Section 2.1.      FORM AND DATING.

                  (a)      GENERAL. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A attached hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of the Indenture, and the
Company and the Trustee, by their execution and delivery of this First
Supplemental Indenture and the Base Indenture (or in the case of any Note
Guarantor that becomes such after the date hereof, such Note Guarantor by its
execution of a supplemental indenture pursuant to Section 4.17 of the
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 the Indenture, the provisions of the Indenture shall
govern and be controlling.

                  (b)      GLOBAL NOTES. Notes shall be issued initially in the
form of Global Notes, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Depository at its New York office, and
registered in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depository or its nominee as hereinafter provided.

                  Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Service Agent, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.4 hereof.

                  (c)      BOOK-ENTRY PROVISIONS. This Section 2.1(c) shall
apply only to the Global Notes deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(c), authenticate and deliver the Global Notes that (i)
shall be registered in the name of the Depository or the nominee of the
Depository and (ii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's instructions or held by the Service Agent.

                                       14



                  Agent Members shall have no rights either under the Indenture
with respect to any Global Notes held on their behalf by the Depository or by
the Service Agent or under such Global Notes, and the Depository may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Notes for all purposes whatsoever.

                  (d)      DEFINITIVE NOTES. Notes issued in certificated form
shall be substantially in the form of Exhibit A attached hereto. Except as
provided in Section 2.15.2 of the Base Indenture, owners of beneficial interests
in the Global Notes will not be entitled to receive physical delivery of
certificated Securities.

Section 2.2.      EXECUTION AND AUTHENTICATION.

                  The Trustee shall, upon a written order of the Company signed
by an Officer, authenticate up to $200,000,000 aggregate principal amount of
Initial Notes and such aggregate principal amount of Additional Notes as the
Company may issue from time to time.

Section 2.3.      DEPOSITORY AND PAYING AGENT FOR NOTES.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depository with respect to the Global Notes. The Company
initially appoints the Trustee to act as the Registrar, Paying Agent and Service
Agent with respect to the Global Notes.

Section 2.4.      TRANSFER AND EXCHANGE OF NOTES.

                  (a)      TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer
and exchange of beneficial interests in the Global Notes shall be effected
through the Depository, in accordance with the Indenture and the procedures of
the Depository therefor. Beneficial interests in the Global Notes may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the Global Notes.

                  (b)      TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When
Definitive Notes are presented by a Holder to the Registrar with a request:

                           (x)      to register the transfer of the Definitive
                                    Notes; or

                           (y)      to exchange such Definitive Notes for an
                                    equal principal amount of Definitive Notes
                                    of other authorized denominations, the
                                    Registrar shall register the transfer or
                                    make the exchange as requested if its
                                    requirements for such transactions are met;
                                    provided, however, that the Definitive Notes
                                    presented or surrendered for register of
                                    transfer or exchange shall be duly endorsed
                                    or accompanied by a written instruction of
                                    transfer in form satisfactory to the
                                    Registrar duly executed by such Holder or by
                                    his attorney, duly authorized in writing.

                  (c)      CANCELLATION AND/OR ADJUSTMENT OF THE GLOBAL NOTES.
At such time as all beneficial interests in a particular Global Note have been
exchanged

                                       15


for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.12 of the
Base Indenture. 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 the
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depository at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depository at the direction of the Trustee to
reflect such increase.

Section 2.5.      REDEMPTION.

                  With respect to the Notes issued under this First Supplemental
Indenture, the following Sections supplement Article III of the Base Indenture:

                  Section 3.7     Optional Redemption

                  (a)      Except as set forth in paragraph (b) of this Section
         3.7, the Company shall not have the option to redeem the Notes pursuant
         to this Section 3.7 prior to June 1, 2008. On or after June 1, 2008,
         the Notes will be subject to redemption at any time at the option of
         the Company, in whole or in part, 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, if
         any, to the applicable redemption date, if redeemed during the
         twelve-month period beginning on June 1, of the years indicated below
         (subject to the right of Holders of record on relevant record dates to
         receive interest due on an interest payment date):



        Year                            Redemption Price
        ----                            ----------------
                                     
2008                                       103.750%
2009                                       102.500%
2010                                       101.250%
2011 and thereafter                        100.000%


                  (b)      Notwithstanding the provisions of paragraph (a) of
         this Section 3.7, at any time and from time to time prior to June 1,
         2006, the Company may on any one or more occasions redeem up to 35% of
         the aggregate principal amount of Notes originally issued hereunder
         within 60 days of one or more Public Equity Offerings with the net
         proceeds of such offering at a redemption price of 107.500% of the
         principal amount thereof, plus accrued and unpaid interest thereon, if
         any, to the redemption date (subject to the right of Holders of record
         on relevant record dates to receive interest due on an interest payment
         date); provided that, after giving effect to any such redemption, at
         least 65% of the original aggregate principal amount of the Notes
         remains outstanding.

                                       16


                  (c)      Any redemption pursuant to this Section 3.7 shall be
         made pursuant to the provisions of Sections 3.1 through 3.6.

                  Section 3.8     Mandatory Redemption

                  Except as set forth in Sections 4.10 and 4.15, the Company
         shall not be required to make mandatory redemption payments or sinking
         fund payments with respect to the Notes.

Section 2.6.      COVENANTS.

                  (a)      With respect to the Notes issued under this First
Supplemental Indenture, the following Section shall replace Section 4.2 of the
Base Indenture in its entirety:

                  Section 4.2.    SEC Reports.

                  For as long as the Notes are outstanding, the Company will
         file on a timely basis with the SEC, to the extent such filings are
         accepted by the SEC and whether or not the Company has a class of
         securities registered under the Exchange Act, the annual reports,
         quarterly reports and other documents that the Company would be
         required to file pursuant to Section 13 or 15(d) of the Exchange Act if
         it were subject thereto. The Company will also be required (i) to file
         with the Trustee copies of such reports and documents within 15 days
         after the date on which the Company files such reports and documents
         with the SEC or the date on which the Company would be required to file
         such reports and documents if the Company were so required, and (ii) if
         filing such reports and documents with the SEC is not accepted by the
         SEC or is prohibited under the Exchange Act, to furnish the Trustee,
         and mail to each Holder of Notes, without cost to such Holder, copies
         of such reports and documents within 15 days after the date on which
         the Company otherwise would have been required to file such reports and
         documents.

                  (b)      With respect to the Notes issued under this First
Supplemental Indenture, the following covenants are added to the end of Article
IV of the Base Indenture:

                  Section 4.8.    Limitation on Restricted Payments.

                  (a) The Company will not, and will not permit any Restricted
         Subsidiary to, directly or indirectly, take any of the following
         actions:

                           (i) declare or pay any dividend on, or make any
                  distribution to direct or indirect holders of, any shares of
                  the Capital Stock of the Company, including, without
                  limitation, any payment in connection with any merger or
                  consolidation involving the Company or any Restricted
                  Subsidiary which is not a wholly owned Restricted Subsidiary
                  (other than dividends or distributions payable solely in (A)
                  shares of Qualified Capital Stock of the Company or (B)
                  options, warrants or other rights to acquire such shares of
                  Qualified Capital Stock);

                                       17


                           (ii) purchase, redeem or otherwise acquire or retire
                  for value, directly or indirectly, any shares of Capital Stock
                  of the Company or any Affiliate of the Company, including,
                  without limitation, in connection with any merger or
                  consolidation involving the Company (other than any Capital
                  Stock owned by the Company or any wholly owned Restricted
                  Subsidiary) or any options, warrants or other rights to
                  acquire such shares of Capital Stock;

                           (iii) declare or pay any dividend, or make any
                  distribution to holders of, any shares of Capital Stock of any
                  Restricted Subsidiary (other than to the Company or any of its
                  wholly owned Restricted Subsidiaries or to all holders of
                  Capital Stock of such Restricted Subsidiary on a pro rata
                  basis);

                           (iv) make any principal payment on, or repurchase,
                  redeem, defease or otherwise acquire or retire for value,
                  prior to any scheduled principal payment, sinking fund payment
                  or maturity, any Subordinated Indebtedness of the Company or
                  any Note Guarantor, or any guarantee thereof; or

                           (v) make any Investment (other than any Permitted
                  Investment) in any Person,

         (such payments or other actions described in (but not excluded from)
         clauses (i) through (v) are collectively referred to as "Restricted
         Payments") unless (1) immediately before and immediately after giving
         effect to such proposed Restricted Payment on a pro forma basis, no
         Default or Event of Default shall have occurred and be continuing, (2)
         immediately before and immediately after giving effect to such
         Restricted Payment on a pro forma basis, the Company could incur at
         least $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 4.10 hereof and (3) the aggregate
         amount of all Restricted Payments declared or made after the date of
         the Indenture shall not exceed the sum of:

                           (A) 50% of the Consolidated Adjusted Net Income of
                  the Company (or, if such Consolidated Adjusted Net Income
                  shall be a loss, less 100% of such loss) accrued on a
                  cumulative basis during the period beginning on March 31, 2003
                  and ending on the last day of the Company's last fiscal
                  quarter ending prior to the date of such proposed Restricted
                  Payment, plus

                           (B) 100% of the aggregate net cash proceeds received
                  after the date of the Indenture by the Company as a
                  contribution to its common equity capital or from the issuance
                  or sale (other than to any of its Subsidiaries) of shares of
                  Qualified Capital Stock of the Company (including upon the
                  exercise of options, warrants or rights) or warrants, options
                  or rights to purchase shares of Qualified Capital Stock of the
                  Company (excluding any net cash proceeds from a Public Equity
                  Offering to the extent used to redeem the Notes), plus

                           (C) the aggregate net cash proceeds received after
                  the date of the Indenture by the Company from the issuance or
                  sale (other than to any of its

                                       18


                  Subsidiaries) of debt securities or Redeemable Capital Stock
                  that have been converted into or exchanged for Qualified
                  Capital Stock of the Company, to the extent such securities
                  were originally sold for cash, together with the aggregate net
                  cash proceeds received by the Company at the time of such
                  conversion or exchange, plus

                           (D) to the extent that any Investment constituting a
                  Restricted Payment that was made after the date of the
                  Indenture is sold or is otherwise liquidated or repaid, an
                  amount (to the extent not included in Consolidated Adjusted
                  Net Income) equal to the lesser of (x) the cash proceeds with
                  respect to such Investment (less the cost of the disposition
                  of such Investment and net of taxes) and (y) the initial
                  amount of such Investment, plus

                           (E) an amount equal to the sum of (x) the net
                  reduction in Investments in Unrestricted Subsidiaries
                  resulting from cash dividends, repayments of loans or advances
                  or other transfers of assets, in each case to the Company or
                  any Restricted Subsidiary from Unrestricted Subsidiaries, plus
                  (y) the portion (proportionate to the Company's equity
                  interest in such Subsidiary) of the Fair Market Value of the
                  net assets of an Unrestricted Subsidiary at the time such
                  Unrestricted Subsidiary is designated a Restricted Subsidiary,
                  in each case since the Issuance Date; provided, however, that
                  the foregoing sum shall not exceed, in the case of any
                  Unrestricted Subsidiary, the amount of Investments previously
                  made (and treated as a Restricted Payment) by the Company or
                  any Restricted Subsidiary in any such Unrestricted Subsidiary;
                  provided further, however, that no amount will be included
                  under this clause (E) to the extent it is already included in
                  Consolidated Net Income of the Company in clause (A) above.

                  (b)      Notwithstanding paragraph (a) above, the Company and
         its Restricted Subsidiaries may take the following actions so long as
         (with respect to clauses (ii), (iii), (iv), (v), (vi), (vii), (viii),
         (ix) and (x) below) at the time of and after giving effect thereto no
         Default or Event of Default shall have occurred and be continuing:

                           (i) the payment of any dividend within 60 days after
                  the date of declaration thereof, if at such date of
                  declaration the payment of such dividend would have complied
                  with the provisions of paragraph (a) above;

                           (ii) the purchase, redemption or other acquisition or
                  retirement for value of any shares of Capital Stock of the
                  Company in exchange for, or out of the net cash proceeds of a
                  substantially concurrent issuance and sale (other than to a
                  Subsidiary of the Company) of, shares of Qualified Capital
                  Stock of the Company;

                           (iii) the purchase, redemption, defeasance or other
                  acquisition or retirement for value of any Subordinated
                  Indebtedness in exchange for, or out of the net cash proceeds
                  of a substantially concurrent issuance and sale (other than to

                                       19


                  a Subsidiary of the Company) of, shares of Qualified Capital
                  Stock of the Company;

                           (iv) the purchase of any Subordinated Indebtedness at
                  a purchase price no greater than 101% of the principal amount
                  thereof in the event of a Change in Control in accordance with
                  provisions similar to Section 4.15 hereof; provided that prior
                  to such purchase the Company has made the Change in Control
                  Offer as provided in Section 4.15 with respect to the Notes
                  and has purchased all Notes validly tendered for payment in
                  connection with such Change in Control Offer;

                           (v) the purchase, redemption, defeasance or other
                  acquisition or retirement for value of any Subordinated
                  Indebtedness (other than Redeemable Capital Stock) in exchange
                  for, or out of the net cash proceeds of a substantially
                  concurrent incurrence (other than to a Subsidiary of the
                  Company) of, new Subordinated Indebtedness so long as (x) the
                  principal amount of such new Subordinated Indebtedness does
                  not exceed the principal amount (or, if such Subordinated
                  Indebtedness being refinanced provides for an amount less than
                  the principal amount thereof to be due and payable upon a
                  declaration of acceleration thereof, such lesser amount as of
                  the date of determination) of the Indebtedness being so
                  purchased, redeemed, defeased, acquired or retired, plus the
                  lesser of the amount of any premium required to be paid in
                  connection with such refinancing pursuant to the terms of the
                  Indebtedness as refinanced or the amount of any premium
                  reasonably determined as necessary to accomplish such
                  refinancing, plus, in either case, the amount of reasonable
                  expenses of the Company incurred in connection with such
                  refinancing, (y) such new Subordinated Indebtedness is pari
                  passu with or subordinated to, as applicable, the Notes to the
                  same extent as such Subordinated Indebtedness so purchased,
                  redeemed, defeased, acquired or retired and (z) such new
                  Subordinated Indebtedness has an Average Life longer than the
                  Average Life of the Notes and a final Stated Maturity of
                  principal later than the final Stated Maturity of principal of
                  the Notes;

                           (vi) repurchases, acquisitions or retirements of
                  Qualified Capital Stock of the Company deemed to occur upon
                  the exercise of stock options or similar rights under employee
                  benefit plans of the Company or its Subsidiaries if such
                  Qualified Capital Stock represents all or a portion of the
                  exercise price thereof;

                           (vii) payments by the Company to be used to
                  repurchase, redeem, acquire or retire for value any Capital
                  Stock of the Company, (a) pursuant to any management equity
                  subscription plan or agreement, stock option or stock purchase
                  plan or agreement or employee benefit plan as may be adopted
                  by the Company from time to time, or (b) from an employee of
                  the Company upon the termination of such employee's employment
                  with the Company; provided that the aggregate amount redeemed,
                  repurchased, acquired or retired for value pursuant to this
                  clause (vii) will not exceed $3,300,000 in any twelve-month
                  period;

                           (viii) the redemption, repurchase, acquisition or
                  retirement of equity interests in any Restricted Subsidiary;
                  provided that if the Company or any

                                       20


                  Restricted Subsidiary incurs Indebtedness in connection with
                  such redemption, repurchase, acquisition or retirement, after
                  giving effect to such incurrence and such redemption,
                  repurchase, acquisition or retirement, the Company could incur
                  $1.00 of additional Indebtedness pursuant to the first
                  paragraph of Section 4.10 hereof; and

                           (ix) Restricted Payments in addition to those
                  permitted by clauses (i)-(viii) of this paragraph (b) in an
                  aggregate amount not to exceed $10,000,000.

                  The actions described in clauses (i), (ii), (iii), (vii),
         (viii) and (ix) of this paragraph (b) shall be Restricted Payments that
         shall be permitted to be taken in accordance with this paragraph (b)
         but shall reduce the amount that would otherwise be available for
         Restricted Payments under clause (3) of paragraph (a) above and the
         actions described in clauses (iv), (v) and (vi) of this paragraph (b)
         shall be Restricted Payments that shall be permitted to be taken in
         accordance with this paragraph (b), but shall not reduce the amount
         that would otherwise be available for Restricted Payments under clause
         (3) of paragraph (a).

                  The amount of all Restricted Payments (other than cash) shall
         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 non-cash
         Restricted Payment shall be determined in good faith by the Board of
         Directors of the Company whose determination with respect thereto shall
         be conclusive. If the Company or a Restricted Subsidiary makes a
         Restricted Payment which, at the time of the making of such Restricted
         Payment, would in the good faith determination of the Company be
         permitted under the provisions of the Indenture, such Restricted
         Payment shall be deemed to have been made in compliance with the
         Indenture notwithstanding any subsequent adjustments made in good faith
         to the Company's financial statements affecting Consolidated Adjusted
         Net Income of the Company for any period.

                  Section 4.9.    Limitation on Dividends and Other Payment
         Restrictions Affecting Restricted Subsidiaries.

                  The Company will not, and will not permit any Restricted
         Subsidiary to, directly or indirectly, create or otherwise cause to
         suffer to exist or become effective any consensual encumbrance or
         restriction of any kind on the ability of any Restricted Subsidiary to
         (a) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock or other ownership
         interest, or any other interest or participation in or measured by, its
         profits to the Company or any other Restricted Subsidiary, (b) pay any
         Indebtedness owed to the Company or any other Restricted Subsidiary,
         (c) make loans or advances to the Company or any other Restricted
         Subsidiary, (d) transfer any of its properties or assets to the Company
         or any other Restricted Subsidiary or (e) guarantee any Indebtedness of
         the Company or any other Restricted Subsidiary, except for such
         encumbrances or restrictions existing under or by reason of (i)
         applicable law, (ii)

                                       21


         customary provisions restricting subletting or assignment of any lease
         or assignment of any other contract to which the Company or any
         Restricted Subsidiary is a party or to which any of their respective
         properties or assets are subject, (iii) any agreement or other
         instrument of a Person acquired by the Company or any Restricted
         Subsidiary in existence at the time of such acquisition (but not
         created in contemplation thereof), 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, so long as the agreement containing such
         restriction does not violate any other provision of the Indenture,
         (iv) encumbrances and restrictions in effect on the Issuance Date,
         including, without limitation, pursuant to the Senior Credit Agreement
         and its related documentation, (v) any encumbrance or restriction
         contained in contracts for sales of assets permitted by Section 4.11
         hereof with respect to the assets to be sold pursuant to such
         contract, (vi) in the case of clause (d) above, restrictions contained
         in security agreements or mortgages securing Indebtedness of a
         Restricted Subsidiary permitted under the Indenture to the extent such
         restrictions restrict the transfer of the property subject to such
         security agreements or mortgages and (vii) any encumbrance or
         restriction existing under any agreement that extends, renews,
         refinances or replaces the agreements containing the encumbrances or
         restrictions in the foregoing clauses (iii) and (iv); provided that
         the terms and conditions of any such encumbrances or restrictions are
         not materially more restrictive than those under or pursuant to the
         agreement so extended, renewed, refinanced or replaced.

                  Section 4.10.   Limitation on Indebtedness.

                  The Company will not, and will not permit any Restricted
         Subsidiary to, create, issue, assume, guarantee or in any manner become
         directly or indirectly liable for the payment of, or otherwise incur
         (collectively, "incur"), any Indebtedness (including any Acquired
         Indebtedness), other than Permitted Indebtedness; provided, however,
         that, so long as no Default or Event of Default has occurred and is
         continuing, the Company may incur Indebtedness (including Acquired
         Indebtedness) if at the time of such incurrence the Consolidated Fixed
         Charge Coverage Ratio of the Company for the four full fiscal quarters
         immediately preceding the incurrence of such Indebtedness for which
         consolidated financial statements are available, taken as one period,
         would have been at least equal to 2.25 to 1.0, after giving pro forma
         effect to (i) the incurrence of such Indebtedness and (if applicable)
         the application of the net proceeds therefrom, including to refinance
         other Indebtedness, as if such Indebtedness was incurred, and the
         application of such proceeds occurred, on the first day of such
         four-quarter period, (ii) the incurrence, repayment or retirement of
         any other Indebtedness by the Company and its Restricted Subsidiaries
         since the first day of such four-quarter period as if such Indebtedness
         was incurred, repaid or retired on the first day of such four-quarter
         period (except that, in making such computation, the amount of
         Indebtedness under any revolving credit facility shall be computed
         based upon the average daily balance of such Indebtedness during such
         four-quarter period) and (iii) the acquisition (whether by

                                       22


         purchase, merger or otherwise) or disposition (whether by sale, merger
         or otherwise) of any company, entity or business (including, without
         limitation, a Hospital and any Hospital operated by the Company or any
         Restricted Subsidiary pursuant to an operating lease, provided that
         such operating lease was entered into in connection with a "synthetic
         lease" or other transaction pursuant to which the Company or any
         Restricted Subsidiary incurred an obligation, direct or indirect, with
         respect to off-balance sheet financing with respect to such Hospital
         property) acquired or disposed of by the Company or its Restricted
         Subsidiaries, as the case may be, since the first day of such
         four-quarter period, as if such acquisition or disposition occurred on
         the first day of such four-quarter period).

                  Whenever pro forma effect is to be given to an acquisition or
         disposition pursuant to clause (iii) above, such pro forma calculation
         shall be determined in accordance with Article 11 of Regulation S-X
         under the Securities Act.

                  For purposes of determining compliance with this Section 4.10,
         in the event that an item of proposed Indebtedness meets the criteria
         of more than one of the categories described in clauses (a) through (n)
         of the definition of Permitted Indebtedness as of the date of
         incurrence thereof or is entitled to be incurred pursuant to the first
         paragraph of this covenant as of the date of incurrence thereof, the
         Company may, in its sole discretion, classify or reclassify such item
         of Indebtedness in any manner that complies with this Section 4.10.
         Accrual of interest, the accretion of accreted value and the payment of
         interest in the form of additional Indebtedness will not be deemed to
         be an incurrence of Indebtedness for purposes of this Section 4.10.

                  Section 4.11.   Limitation on Sale of Assets.

                  (a)      The Company will not, and will not permit any
         Restricted Subsidiary to, engage in any Asset Sale unless (i) the
         consideration received by the Company or such Restricted Subsidiary at
         the time of such Asset Sale is not less than the Fair Market Value of
         the assets sold and (ii) at least 75% of such consideration consists of
         cash or Cash Equivalents or Replacement Assets. The amount of any (A)
         Indebtedness (other than Subordinated Indebtedness) of the Company or a
         Restricted Subsidiary that is actually assumed by the transferee in
         such Asset Sale and from which the Company and the Restricted
         Subsidiaries are fully released shall be deemed to be cash for purposes
         of determining the percentage of cash consideration received by the
         Company or the Restricted Subsidiaries, (B) notes, securities or other
         similar obligations received by the Company or any Restricted
         Subsidiary from such transferee that are converted, sold or exchanged
         within 30 days of the related Asset Sale by the Company or the
         Restricted Subsidiaries into cash shall be deemed to be cash, in an
         amount equal to the net cash proceeds realized upon such conversion,
         sale or exchange, for purposes of determining the percentage of cash
         consideration received by the Company or the Restricted Subsidiaries
         and (C) with respect to any sale of the Capital Stock of a Restricted
         Subsidiary to one or more physicians practicing medicine at a Hospital
         owned by such Restricted Subsidiary, promissory notes or

                                       23


         other similar obligations from such physicians shall be deemed to be
         cash; provided that the aggregate amount of such promissory notes or
         other similar obligations held by the Company and its Restricted
         Subsidiaries does not exceed $7.5 million outstanding at any time.

                  (b)      If the Company or any Restricted Subsidiary engages
         in an Asset Sale, the Company may use the Net Cash Proceeds thereof,
         within 12 months after such Asset Sale, to (i) permanently repay or
         prepay any then outstanding Senior Indebtedness of the Company or any
         Restricted Subsidiary (and to correspondingly reduce commitments with
         respect thereto) or (ii) invest (or enter into a legally binding
         agreement to invest) in (A) other properties or assets to replace the
         properties or assets that were the subject of the Asset Sale, (B)
         properties and assets that will be used in businesses of the Company or
         its Restricted Subsidiaries, as the case may be, existing at the time
         such assets are sold, or in any Related Business or (C) Capital Stock
         of a Person, the principal portion of whose assets consist of such
         property or assets; provided that the Company or such Restricted
         Subsidiary shall acquire at least the same percentage of equity and
         voting interest in such Person as the Company or such Restricted
         Subsidiary held with respect to the assets disposed of in such Asset
         Sale; provided further that the foregoing proviso shall not apply to an
         Investment in the Capital Stock of a Permitted Joint Venture pursuant
         to this clause (C) so long as, at the time of any such Investment,
         Joint Venture EBITDA for the four full fiscal quarters for which
         financial statements are available, taken as one period, immediately
         preceding such Investment does not exceed 10.0% of Consolidated EBITDA.

                  The assets referred to in clauses (A), (B) and (C) constitute
         "Replacement Assets".

                  Pending the final application of any such Net Cash Proceeds,
         the Company may temporarily reduce Senior Indebtedness or otherwise
         invest such Net Proceeds in any manner that is not prohibited by the
         Indenture. If any such legally binding agreement to invest such Net
         Cash Proceeds is terminated, then the Company may, within 90 days of
         such termination or within 12 months of such Asset Sale, whichever is
         later, invest such Net Cash Proceeds as provided in clause (i) or (ii)
         (without regard to the parenthetical contained in such clause (ii)
         above). The amount of such Net Cash Proceeds not so used as set forth
         above in this paragraph (b) constitutes "Excess Proceeds."

                  (c)      When the aggregate amount of Excess Proceeds exceeds
         $15.0 million, the Company shall, within 30 Business Days, make an
         offer to purchase (an "Excess Proceeds Offer") from all Holders of
         Notes, on a pro rata basis, in accordance with the procedures set forth
         below, the maximum principal amount (expressed as an integral multiple
         of $1,000) of Notes that may be purchased with the Excess Proceeds. The
         offer price as to each Note shall be payable in cash in an amount equal
         to 100% of the principal amount of such Note plus accrued interest, if
         any, to the date such Excess Proceeds Offer is consummated ("Excess

                                       24


         Proceeds Payment"). To the extent that the aggregate principal amount
         of Notes tendered pursuant to an Excess Proceeds Offer is less than the
         Excess Proceeds, the Company may use such deficiency for any lawful
         purposes not otherwise prohibited by the Indenture. If the aggregate
         principal amount of Notes validly tendered and not withdrawn by Holders
         thereof exceeds the Excess Proceeds, Notes to be purchased will be
         selected on a pro rata basis. Notwithstanding the foregoing, if the
         Company is required to commence an Excess Proceeds Offer at any time
         when securities of the Company ranking pari passu in right of payment
         with the Notes are outstanding and the terms of such securities provide
         that a similar offer must be made with respect to such other
         securities, then the Excess Proceeds Offer for the Notes shall be made
         concurrently with such other offers and securities of each issue will
         be accepted on a pro rata basis in proportion to the aggregate
         principal amount of securities of each issue which the holders thereof
         elect to have purchased. Any Excess Proceeds Offer will be made only to
         the extent permitted under, and subject to prior compliance with, the
         terms of agreements governing Senior Indebtedness. Upon completion of
         such Excess Proceeds Offer, the amount of Excess Proceeds shall be
         reset to zero.

                  (d)      Upon the commencement of an Excess Proceeds Offer,
         the Company shall send, by first class mail, a notice to the Trustee
         and to each Holder at its registered address. The notice shall contain
         all instructions and materials necessary to enable such Holder to
         tender Notes pursuant to the Excess Proceeds Offer. Any Excess Proceeds
         Offer shall be made to all Holders. The notice, which shall govern the
         terms of the Excess Proceeds Offer, shall state: (1) that the Excess
         Proceeds Offer is being made pursuant to this Section 4.11; (2) the
         Excess Proceeds Offer amount, the Excess Proceeds Payment and the date
         on which Notes tendered and accepted for payment shall be purchased,
         which date shall be at least 30 days and no later than 60 days from the
         date such notice is mailed (the "Excess Proceeds Payment Date"); (3)
         that any Note not tendered or accepted for payment shall continue to
         accrete or accrue interest; (4) that, unless the Company defaults in
         making such payment, any Note accepted for payment pursuant to the
         Excess Proceeds Offer shall cease to accrete or accrue interest after
         the Excess Proceeds Payment Date; (5) that Holders electing to have a
         Note purchased pursuant to the Excess Proceeds Offer may only elect to
         have all of such Note purchased and may not elect to have only a
         portion of such Note purchased; (6) that Holders electing to have a
         Note purchased pursuant to any Excess Proceeds Offer shall be required
         to surrender the Note, with the form entitled "Option of Holder to
         Elect Purchase" on the reverse of the Note completed, or transfer by
         book-entry transfer, to the Company, a depositary, if appointed by the
         Company, or the Paying Agent at the address specified in the notice at
         least three days before the Excess Proceeds Payment Date; (7) that
         Holders shall 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 Excess Proceeds Payment Date, a notice setting forth the
         name of the Holder, the principal amount of the Note the Holder
         delivered for purchase and a statement that such Holder is withdrawing
         his election to have such Note purchased; (8) that, if the aggregate
         principal amount of Notes surrendered by Holders exceeds the Excess
         Proceeds Offer amount, the

                                       25


         Company shall select the Notes to be purchased on a pro rata basis
         (with such adjustments as may be deemed appropriate by the Company so
         that only Notes in denominations of $1,000, or integral multiples
         thereof, shall be purchased); and (9) that Holders whose Notes were
         purchased only in part shall be issued new Notes equal in principal
         amount to the unpurchased portion of the Notes surrendered (or
         transferred by book-entry transfer). The Company shall comply with the
         requirements of Rule 14e-1 under the Exchange Act and any other
         securities laws and regulations thereunder to the extent such laws and
         regulations are applicable in connection with the repurchase of the
         Notes as a result of an Asset Sale.

                  (e)      On the Excess Proceeds Payment Date, the Company
         shall, to the extent lawful: (1) accept for payment all Notes or
         portions thereof properly tendered pursuant to the Excess Proceeds
         Offer; (2) deposit with the Paying Agent an amount equal to the Excess
         Proceeds Payment in respect of all Notes or portions thereof so
         tendered; and (3) deliver or cause to be delivered to the Trustee the
         Notes so accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions thereof being
         repurchased by the Company. The Company shall publicly announce the
         results of the Excess Proceeds Offer on the Excess Proceeds Payment
         Date.

                  (f)      The Paying Agent shall promptly mail to each Holder
         of Notes so tendered the Excess Proceeds Payment for such Notes, and
         the Trustee shall promptly authenticate pursuant to an authentication
         order and mail (or cause to be transferred by book entry) to each
         Holder a new Note equal in principal amount to any unrepurchased
         portion of the Notes surrendered, if any; provided that each such new
         Note shall be in a principal amount of $1,000 or an integral multiple
         thereof. However, if the Excess Proceeds Payment Date is on or after an
         interest record date and on or before the related interest payment
         date, any accrued and unpaid interest shall 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 shall be payable to Holders who tender
         Notes pursuant to the Excess Proceeds Offer.

                  Section 4.12.   Limitation on Transactions with Affiliates.

                  The Company will not, and will not permit any Restricted
         Subsidiary to, directly or indirectly, enter into or make, amend or
         permit to exist any contract, agreement, understanding, loan, advance,
         guarantee or other transaction or series of related transactions
         (including, without limitation, the sale, purchase, exchange or lease
         of assets, property or services) with, or for the benefit of, any
         Affiliate of the Company or any Restricted Subsidiary (other than the
         Company or a Restricted Subsidiary) (collectively, "Interested
         Persons"), unless (i) such transaction or series of transactions are on
         terms that are no less favorable to the Company or such Restricted
         Subsidiary, as the case may be, than would have been able to be
         obtained at the time for a comparable transaction in arm's-length
         dealings with third parties that are not Interested Persons, (ii) with
         respect to any transaction or series of related transactions involving
         aggregate value equal to or

                                       26


         greater than $5,000,000, the Company has delivered an Officers'
         Certificate to the Trustee certifying that such transaction or series
         of transactions complies with clause (i) above and such transaction or
         series of related transactions shall have been approved by the Board of
         Directors of the Company (including a majority of the Disinterested
         Directors of the Company) and (iii) with respect to any transaction or
         series of related transactions involving aggregate value equal to or
         greater than $10,000,000, the Company has obtained a written opinion
         from an Independent Financial Advisor certifying that such transaction
         or series of related transactions is fair to the Company or its
         Restricted Subsidiary, as the case may be, from a financial point of
         view; provided, however, that this Section 4.12 will not restrict (1)
         reasonable and customary directors' fees, indemnification and similar
         arrangements, consulting fees, employee salaries, bonuses or employment
         agreements, compensation or employee benefit arrangements and incentive
         arrangements with any officer, director or employee of the Company or a
         Restricted Subsidiary entered into in the ordinary course of business,
         (2) any transactions made in compliance with Section 4.8 hereof, (3)
         loans and advances to officers, directors and employees of the Company
         or any Restricted Subsidiary in the ordinary course of business in
         accordance with the past practices of the Company or any Restricted
         Subsidiary, (4) any agreement as in effect as of the Issuance Date or
         any amendment thereto so long as any such amendment is not more
         disadvantageous to the holders in any material respect than the
         original agreement as in effect on the Issuance Date, and (5) contracts
         pursuant to which the Company or a wholly owned Restricted Subsidiary
         provides management services to an Affiliate in exchange for payments
         in cash or Cash Equivalents, that are no less favorable to the Company
         or such wholly owned Restricted Subsidiary than those that could
         reasonably be obtained in a comparable transaction at such time on an
         arm's-length basis from a Person that is not an Affiliate of the
         Company or such wholly owned Restricted Subsidiary.

                  Section 4.13.   Limitation on Liens.

                  (a)      The Company will not, and will not permit any
         Restricted Subsidiary to, directly or indirectly, create, incur, assume
         or suffer to exist any Lien securing Pari Passu Indebtedness or
         Subordinated Indebtedness of the Company on or with respect to any of
         its property or assets including any shares of stock or Indebtedness of
         any Restricted Subsidiary, whether owned on the date of the Indenture
         or thereafter acquired, or any income, profits or proceeds therefrom,
         or assign or otherwise convey any right to receive income thereon,
         other than Permitted Liens, unless (i) in the case of any Lien securing
         Pari Passu Indebtedness of the Company, the Notes are secured by a Lien
         on such property, assets or proceeds that is senior in priority to or
         pari passu with such Lien and (ii) in the case of any Lien securing
         Subordinated Indebtedness of the Company, the Notes are secured by a
         Lien on such property, assets or proceeds that is senior in priority to
         such Lien.

                  (b)      The Company will not permit any Note Guarantor to,
         directly or indirectly, create, incur, assume or suffer to exist any
         Lien securing Pari Passu

                                       27


         Indebtedness or Subordinated Indebtedness of such Note Guarantor or
         with respect to such Restricted Subsidiary's properties or assets,
         including any shares of stock or Indebtedness of any Subsidiary or such
         Note Guarantor, whether owned at the date of the Indenture or
         thereafter acquired, or any income, profits or proceeds therefrom, or
         assign or otherwise convey any right to receive income thereon, unless
         (i) in the case of any Lien securing Pari Passu Indebtedness of the
         Note Guarantor, the Note Guarantee of such Note Guarantor is secured by
         a Lien on such property, assets or proceeds that is senior in priority
         to or pari passu with such Lien and (ii) in the case of any Lien
         securing Subordinated Indebtedness of such Note Guarantor, the Note
         Guarantee of such Note Guarantor is secured by a Lien on such property,
         assets or proceeds that is senior in priority to such Lien.

                  Section 4.14.   Limitation on Other Senior Subordinated
         Indebtedness.

                  The Company will not, and will not permit or cause any Note
         Guarantor to, incur, create, assume, guarantee or in any other manner
         become directly or indirectly liable with respect to or responsible
         for, or permit to remain outstanding, any Indebtedness, other than the
         Notes or the Note Guarantee of such Note Guarantor, that is subordinate
         or junior in right of payment to any Indebtedness of the Company or
         such Note Guarantor, as the case may be, unless such Indebtedness is
         also pari passu with, or subordinate in right of payment to, the Notes
         or the Note Guarantee of such Note Guarantor, as applicable, at least
         to the same extent as the Notes are subordinated in right of payment to
         Senior Indebtedness as set forth in the Indenture.

                  Section 4.15.   Purchase of Notes upon Change in Control.

                  If a Change in Control shall occur at any time, then each
         Holder of Notes will have the right to require that the Company
         purchase such Holder's Notes, in whole or in part in integral multiples
         of $1,000, at a purchase price (the "Change in Control Purchase Price")
         in cash in an amount ("Change in Control Payment") equal to 101% of the
         principal amount thereof, plus accrued interest, if any, to the date of
         purchase (the "Change in Control Purchase Date"), pursuant to the offer
         described below (the "Change in Control Offer") and the other
         procedures set forth below.

                  Within 30 days following any Change in Control, the Company
         shall notify the Trustee thereof and give written notice of such Change
         in Control to each Holder of Notes by first-class mail, postage
         prepaid, at the address of such Holder appearing in the security
         register, describing the transaction or transactions that constitute
         the Change in Control and stating, among other things, (i) the Change
         in Control Purchase Price and the Change in Control Purchase Date,
         which shall be a Business Day no earlier than 30 days nor more than 60
         days from the date such notice is mailed, or such later date as is
         necessary to comply with requirements under the Exchange Act or any
         applicable securities laws or regulations; (ii) that any Note not
         tendered will continue to accrue interest; (iii) that, unless the
         Company defaults in the payment of the Change in

                                       28


         Control Purchase Price, any Notes accepted for payment pursuant to the
         Change in Control Offer shall cease to accrue interest after the Change
         in Control Purchase Date; and (iv) certain procedures that a Holder of
         Notes must follow to accept a Change in Control Offer or to withdraw
         such acceptance.

                  On the Change in Control Purchase Date, the Company will, to
         the extent lawful, (i) accept for payment all Notes or portions thereof
         properly tendered pursuant to the Change in Control Offer, (ii) deposit
         with the Paying Agent an amount equal to the Change in Control Purchase
         Price in respect of all Notes or portions thereof so tendered and (iii)
         deliver or cause to be delivered to the Trustee the Notes so accepted
         together with an Officers' Certificate stating the aggregate principal
         amount of Notes or portions thereof being purchased by the Company. The
         Paying Agent shall promptly mail to each Holder of Notes so tendered
         the Change in Control Purchase Price for such Notes, and the Trustee
         shall 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; provided that each such
         new Note shall be in a principal amount of $1,000 or an integral
         multiple thereof. However, if the Change in Control Purchase Date is on
         or after an interest record date and on or before the related interest
         payment date, any accrued and unpaid interest shall 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 shall be payable to
         Holders who tender Notes pursuant to the Change in Control Offer. Prior
         to complying with the provisions of this Section 4.15, but in any event
         within 90 days following the Change in Control, the Company will either
         repay all outstanding Senior Indebtedness or obtain the requisite
         consents, if any, under all agreements governing Senior Indebtedness to
         permit the repurchase of Notes required by this Section 4.15. The
         Company will publicly announce the results of the Change in Control
         Offer on or as soon as practicable after the Change in Control Purchase
         Date. The Company shall not be required to make a Change in Control
         Offer upon a Change in Control if a third party makes the Change in
         Control Offer in the manner, at the time and otherwise in compliance
         with the requirements applicable to a Change in Control Offer made by
         the Company and purchases all Notes validly tendered and not withdrawn
         under such Change in Control Offer.

                  The Change in Control provisions described above will be
         applicable whether or not any other provisions of the Indenture are
         applicable. The Company will comply with the applicable tender offer
         rules, including Rule 14e-1 under the Exchange Act, and any other
         applicable securities laws and resolutions in connection with a Change
         in Control Offer.

                  Section 4.16.   Limitation on Issuances and Sales of Capital
         Stock of Restricted Subsidiaries.

                  The Company (a) will not permit any Restricted Subsidiary to
         issue any Capital Stock (other than to the Company or a wholly owned
         Restricted Subsidiary) and (b) will not permit any Person (other than
         the Company or a

                                       29


         wholly owned Restricted Subsidiary) to own any Capital Stock of any
         Restricted Subsidiary; provided, however, that this Section 4.16 shall
         not prohibit (i) the issuance or any sale, transfer, lease, conveyance,
         or other disposition of all, but not less than all, of the issued and
         outstanding Capital Stock of any Restricted Subsidiary owned by the
         Company or any of its Restricted Subsidiaries in compliance with the
         other provisions of the Indenture, so long as the Net Cash Proceeds, if
         any, from such sale, transfer, lease, conveyance or other disposition
         are applied in accordance with Section 4.11 hereof, (ii) the ownership
         by other Persons of Qualified Capital Stock issued prior to the time
         such Restricted Subsidiary became a Subsidiary of the Company that was
         neither issued in contemplation of such Subsidiary becoming a
         Subsidiary nor acquired at that time, (iii) the ownership by directors
         of director qualifying shares or the ownership by foreign nationals of
         Capital Stock of any Restricted Subsidiary, to the extent mandated by
         applicable law, (iv) arrangements existing on the Issuance Date, (v)
         (A) any issuance, sale or other disposition of Capital Stock (other
         than Preferred Stock) of a Restricted Subsidiary if, immediately after
         giving effect thereto, such Restricted Subsidiary would remain a
         Restricted Subsidiary, or (B) the ownership by any Person of such
         Capital Stock, or (vi) any issuance, sale or other disposition of
         Capital Stock of a Restricted Subsidiary if, immediately after giving
         effect thereto, such Person would no longer constitute a Restricted
         Subsidiary and any Investment in such Person remaining after giving
         effect thereto would have been permitted to be made (and shall be
         deemed to have been made) under Section 4.8 hereof on the date of such
         issuance, sale or other disposition.

                  Section  4.17.  Limitation on Guarantees of Indebtedness by
         Restricted Subsidiaries.

                  (a)      The Company will not permit any Restricted
         Subsidiary, directly or indirectly, to guarantee, assume or in any
         other manner become liable with respect to, any Indebtedness of the
         Company other than Permitted Indebtedness pursuant to clause (a) of the
         definition of Permitted Indebtedness unless (i) such Restricted
         Subsidiary simultaneously executes and delivers a supplemental
         indenture to the Indenture providing for a guarantee of the Notes
         pursuant to Article XII of the Indenture on the same terms as the
         guarantee of such Indebtedness, except that if such Indebtedness is
         unsubordinated, such Restricted Subsidiary's Note Guarantee with
         respect to such Indebtedness may be subordinated to that Restricted
         Subsidiary's guarantee of such Indebtedness to the same extent as the
         Notes are subordinated to such Indebtedness, and if such Indebtedness
         is by its terms expressly subordinated to the Notes, any such
         assumption, guarantee or other liability of such Restricted Subsidiary
         with respect to such Indebtedness shall be subordinated to such
         Restricted Subsidiary's Note Guarantee at least to the same extent as
         the Notes are subordinated to Senior Indebtedness of the Company under
         the Indenture, and (ii) such Restricted Subsidiary waives, and will not
         in any manner whatsoever claim or take the benefit or advantage of, any
         rights of reimbursement, indemnity or subrogation or

                                       30


         any other rights against the Company or any other Subsidiary of the
         Company as a result of any payment by such Restricted Subsidiary under
         its Note Guarantee.

                  (b)      Notwithstanding the foregoing, any Note Guarantee by
         a Restricted Subsidiary shall provide by its terms that it (and all
         Liens securing the same) shall be automatically and unconditionally
         released and discharged upon (i) any sale, exchange or transfer, to any
         Person not an Affiliate of the Company, of all of the Company's Capital
         Stock in, or all or substantially all of the assets of such Restricted
         Subsidiary, which transaction is in compliance with the terms of the
         Indenture and such Restricted Subsidiary is released from all
         guarantees, if any, by it of other Indebtedness of the Company or any
         Restricted Subsidiaries, (ii) the release by the holders of the
         Indebtedness of the Company described in clause (a) above of their
         guarantee by such Restricted Subsidiary (including any deemed release
         upon payment in full of all obligations under such Indebtedness other
         than as a result of payment under such guarantee), at such time as (A)
         no other Pari Passu Indebtedness or Subordinated Indebtedness of the
         Company has been secured or guaranteed by such Restricted Subsidiary,
         as the case may be, or (B) the holders of all such other Pari Passu
         Indebtedness and Subordinated Indebtedness which is guaranteed by such
         Restricted Subsidiary also release their guarantee by such Restricted
         Subsidiary (including any deemed release upon payment in full of all
         obligations under such Indebtedness other than as a result of payment
         under such guarantee) and (iii) the designation of such Restricted
         Subsidiary as an Unrestricted Subsidiary in accordance with the terms
         of the Indenture.

                  Section  4.18.  Limitation on Unrestricted Subsidiaries.

                  The Company may designate after the Issuance Date any
         Subsidiary as an "Unrestricted Subsidiary" (a "Designation") only if
         (a) no Default shall have occurred and be continuing at the time of or
         after giving effect to such Designation, (b) the Company would be
         permitted to make an Investment (other than a Permitted Investment) at
         the time of Designation (assuming the effectiveness of such
         Designation) pursuant to the first paragraph of Section 4.8 hereof of
         an amount (the "Designation Amount") equal to the greater of (i) the
         net book value of the Company's interest in such Subsidiary calculated
         in accordance with GAAP or (ii) the Fair Market Value of the Company's
         interest in such Subsidiary as determined in good faith by the Board of
         Directors of the Company, (c) the Company would be permitted under the
         Indenture to incur $1.00 of additional Indebtedness (other than
         Permitted Indebtedness) pursuant to Section 4.10 hereof at the time of
         such Designation (assuming the effectiveness of such Designation), (d)
         such Unrestricted Subsidiary does not own any Capital Stock in any
         Restricted Subsidiary of the Company which is not simultaneously being
         designated an Unrestricted Subsidiary, (e) no default with respect to
         any Indebtedness of such Unrestricted Subsidiary (other than a Note
         Guarantee, if any) would permit (upon notice, lapse or otherwise) any
         holder of any other Indebtedness of the Company or any Restricted
         Subsidiary to declare a default on such other Indebtedness or cause the
         payment to be accelerated or payable prior to

                                       31


         its Stated Maturity, and (f) such Unrestricted Subsidiary is not a
         party to any agreement, contract, arrangement or understanding at such
         time with the Company or any Restricted Subsidiary 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 or, in the event such condition is not satisfied, the value
         of such agreement, contract, arrangement or understanding to such
         Unrestricted Subsidiary shall be deemed a Restricted Payment.

                  In the event of any such Designation, the Company shall be
         deemed to have made an Investment constituting a Restricted Payment
         pursuant to Section 4.8 hereof for all purposes of the Indenture in the
         Designation Amount.

                  The Company shall not and shall not cause or permit any
         Restricted Subsidiary to at any time (x) have any obligation to
         subscribe for additional shares of Capital Stock or other equity
         interest in such Unrestricted Subsidiary, (y) have any obligation to
         maintain or preserve such Unrestricted Subsidiary's financial condition
         or to cause such Unrestricted Subsidiary to achieve certain levels of
         operating results or (z) be directly or indirectly liable for any
         Indebtedness of any Unrestricted Subsidiary. For purposes of the
         foregoing, the Designation of a Subsidiary of the Company as an
         Unrestricted Subsidiary shall be deemed to be the Designation of all of
         the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries.

                  The Company may revoke any Designation of a Subsidiary as an
         Unrestricted Subsidiary (a "Revocation") if: (a) no Default shall have
         occurred and be continuing at the time of and after giving effect to
         such Revocation, (b) all Liens and Indebtedness of such Unrestricted
         Subsidiary outstanding immediately following such Revocation would, if
         incurred at such time, have been permitted to be incurred for all
         purposes of the Indenture, and (c) unless such redesignated Subsidiary
         shall not have any Indebtedness outstanding (other than Indebtedness
         that would be Permitted Indebtedness), immediately after giving effect
         to such proposed Revocation, and after giving pro forma effect to the
         incurrence of any such Indebtedness of such redesignated Subsidiary as
         if such Indebtedness was incurred on the date of the Revocation, the
         Company could incur $1.00 of additional Indebtedness (other than
         Permitted Indebtedness) pursuant to Section 4.10 hereof.

                  All Designations and Revocations must be evidenced by a
         resolution of the Board of Directors of the Company delivered to the
         Trustee certifying compliance with the foregoing provisions.

                  Section 4.19. Further Assurances.

                  Upon the request of the Trustee or as otherwise required, the
         Company will execute and deliver such further instruments and undertake
         such further

                                       32



         reasonable action as may be reasonably required to carry out the
         purposes of the Indenture.

Section 2.7.      SUCCESSORS.

                  With respect to the Notes issued under this First Supplemental
Indenture, Article V of the Base Indenture shall apply, but Sections 5.1 and 5.2
of the Base Indenture shall be replaced in their entirety with the following:

                  Section 5.1. Consolidation, Merger and Sale of Assets.

                  The Company will not, in a single transaction or through a
         series of transactions, consolidate with or merge with or into any
         other Person or sell, assign, convey, transfer, lease or otherwise
         dispose of all or substantially all of its properties and assets to any
         other Person or Persons or permit any of its Restricted Subsidiaries to
         enter into any such transaction or series of transactions if such
         transaction or series of transactions, in the aggregate, would result
         in the sale, assignment, conveyance, transfer, lease or other
         disposition of all or substantially all of the properties and assets of
         the Company and its Restricted Subsidiaries on a consolidated basis to
         any other Person or Persons, unless at the time and immediately after
         giving effect thereto (i) either (a) the Company will be the continuing
         corporation or (b) the Person (if other than the Company) formed by
         such consolidation or into which the Company or such Restricted
         Subsidiary is merged or the Person that acquires by sale, assignment,
         conveyance, transfer, lease or disposition all or substantially all the
         properties and assets of the Company and its Restricted Subsidiaries on
         a consolidated basis (the "Surviving Entity") (1) will be a corporation
         duly organized and validly existing under the laws of the United States
         of America, any state thereof or the District of Columbia and (2) will
         expressly assume, by a supplemental indenture in form reasonably
         satisfactory to the Trustee, the Company's obligation for the due and
         punctual payment of the principal of, premium, if any, and interest on
         all the Notes and the performance and observance of every covenant of
         the Indenture on the part of the Company to be performed or observed,
         (ii) immediately before and immediately after giving effect to
         such transaction or series of transactions on a pro forma basis (and
         treating any obligation of the Company or any Restricted Subsidiary
         incurred in connection with or as a result of such transaction or
         series of transactions as having been incurred at the time of such
         transaction), no Default or Event of Default will have occurred and be
         continuing, (iii) immediately before and immediately after giving
         effect to such transaction or series of transactions on a pro forma
         basis (on the assumption that the transaction or series of transactions
         occurred on the first day of the four-quarter period immediately prior
         to the consummation of such transaction or series of transactions with
         the appropriate adjustments with respect to the transaction or series
         of transactions being included in such pro forma calculation), the
         Company (or the Surviving Entity if the Company is not the continuing
         obligor under the Indenture) could incur at least $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under the provisions
         of Section 4.10 of the Indenture, (iv) immediately after giving effect
         to

                                       33


         such transaction on a pro forma basis, the Consolidated Net Worth of
         the Company (or the Surviving Entity if the Company is not the
         continuing obligor under the Indenture) is equal to or greater than the
         Consolidated Net Worth of the Company immediately prior to such
         transaction; and (v) each Note Guarantor, if any, unless it is the
         other party to the transactions described above, shall have by
         supplemental indenture confirmed that its Note Guarantee will apply to
         such Person's obligations under the Indenture and the Notes.

                  In connection with any such consolidation, merger, sale,
         assignment, conveyance, transfer, lease or other disposition, the
         Company or the Surviving Entity shall have delivered to the Trustee, in
         form and substance reasonably satisfactory to the Trustee, an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, sale, assignment, conveyance, transfer, lease or
         other disposition, and if a supplemental indenture is required in
         connection with such transaction, such supplemental indenture, comply
         with the requirements of the Indenture and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

                  Each Note Guarantor, if any (other than any Subsidiary whose
         Note Guarantee is being released pursuant to the provisions under
         Section 4.17 of the Indenture as a result of such transaction), shall
         not, and the Company will not permit a Note Guarantor to, in a single
         transaction or through a series of related transactions, merge or
         consolidate with or into any other corporation or other entity (other
         than the Company or any Note Guarantor), or sell, assign, convey,
         transfer, lease or otherwise dispose of its properties and assets on a
         consolidated basis substantially as an entirety to any entity (other
         than the Company or any Note Guarantor) unless (i) either (a) such Note
         Guarantor shall be the continuing corporation or partnership or (b) the
         Person (if other than such Note Guarantor) formed by such consolidation
         or into which such Note Guarantor is merged or the entity which
         acquires by sale, assignment, conveyance, transfer, lease or
         disposition of all or substantially all of the properties and assets of
         such Note Guarantor, as the case may be, shall be a corporation or
         partnership organized and validly existing under the laws of the United
         States, any state thereof or the District of Columbia, and shall
         expressly assume by a supplemental indenture, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, all the obligations
         of such Note Guarantor under the Notes and the Indenture, (ii)
         immediately before and immediately after giving effect to such
         transaction on a pro forma basis, no Default or Event of Default shall
         have occurred and be continuing, and (iii) such Note Guarantor shall
         have delivered to the Trustee an Officers' Certificate and an Opinion
         of Counsel, each stating that such consolidation, merger, sale,
         assignment, conveyance, transfer, lease or disposition and such
         supplemental indenture comply with the Indenture.

                  Section 5.2. Successor Person Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
         conveyance, transfer, lease or disposition of all or substantially all
         of the properties and assets

                                       34



         of the Company or any Note Guarantor in accordance with Section 5.1 of
         the Indenture, the successor Person formed by such consolidation or
         into which the Company or such Note Guarantor, as the case may be, is
         merged or the successor Person to which such sale, assignment,
         conveyance, transfer, lease or disposition is made shall succeed to,
         and be substituted for, and may exercise every right and power of, the
         Company or such Note Guarantor, as the case may be, under the Indenture
         and/or the Note Guarantees, as the case may be, with the same effect as
         if such successor had been named as the Company or such Note Guarantor,
         as the case may be, herein and/or in the Note Guarantees, as the case
         may be. When a successor assumes all the obligations of its predecessor
         under this Indenture, the Notes or a Note Guarantee, as the case may
         be, the predecessor shall be released from those obligations; provided
         that in the case of a transfer by lease, the predecessor shall not be
         released from the payment of principal and interest on the Notes or a
         Note Guarantee, as the case may be.

Section 2.8.      DEFAULTS AND REMEDIES.

                  (a)      With respect to the Notes issued under this First
Supplemental Indenture, Section 6.1 of the Base Indenture, relating to the
Events of Default, shall be replaced in its entirety with the following:

                  Section 6.1. Events of Default.

                  Each of the following is an "Event of Default":

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

                  (b)      default in the payment of the principal of, or
         premium, if any, on, any Note when the same becomes due and payable at
         Maturity (upon acceleration, optional redemption, mandatory redemption,
         required purchase or otherwise), whether or not such payment shall be
         prohibited by the subordination provisions of Article XIII of the
         Indenture; or

                  (c)      default in the performance, or breach, of the
         provisions described in Section 5.1 of the Indenture, the failure to
         make or consummate a Change in Control Offer in accordance with the
         provisions of Section 4.15 of the Indenture or the failure to make or
         consummate an Excess Proceeds Offer in accordance with the provisions
         of Section 4.11 of the Indenture; or

                  (d)      default in the performance, or breach, of any
         covenant or warranty of the Company or any Note Guarantor contained in
         the Indenture or any Note Guarantee (other than a default in the
         performance, or breach, of a covenant or warranty which is specifically
         dealt with in clause (a), (b) or (c) of this Section 6.1) and
         continuance of such default or breach for a period of 30 days after
         written notice shall have been given to the Company by the Trustee or
         to the

                                       35



         Company and the Trustee by the Holders of at least 25% in aggregate
         principal amount of the Notes then outstanding; or

                  (e)      (A) one or more defaults in the payment of principal
         of or premium, if any, on Indebtedness of the Company or any Restricted
         Subsidiary aggregating $10,000,000 or more, when the same becomes due
         and payable at the Stated Maturity thereof, and such default or
         defaults shall have continued after any applicable grace period and
         shall not have been cured or waived or (B) Indebtedness of the Company
         or any Restricted Subsidiary aggregating $10,000,000 or more shall have
         been accelerated or otherwise declared due and payable, or required to
         be prepaid or repurchased (other than by regularly scheduled required
         prepayment) prior to the Stated Maturity thereof; or

                  (f)      one or more final, non-appealable judgments or orders
         shall be rendered against the Company or any Restricted Subsidiary for
         the payment of money, either individually or in an aggregate amount, in
         excess of $10,000,000 (net of any amounts to the extent that they are
         covered by insurance) and shall not be discharged or fully bonded and
         there shall have been a period of 60 consecutive days during which a
         stay of enforcement of such judgment or order, by reason of a pending
         appeal or otherwise, was not in effect; or

                  (g)      any Note Guarantee of a Material Subsidiary or group
         of Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary ceases to be in full force and effect or is
         declared null and void or any Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary denies that it has any further liability under any
         Note Guarantee, or gives notice to such effect (other than by reason of
         the termination of this Indenture or the release of any such Note
         Guarantee in accordance with this Indenture); or

                  (h)      the Company or any Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary pursuant to or within the meaning of any Bankruptcy
         Law:

                           (i)      commences a voluntary case,

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

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

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

                           (v)      shall admit in writing that its inability to
                  pay debts generally; or

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

                                       36



                           (i)      is for relief against the Company or any
                  Material Subsidiary or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary in an
                  involuntary case,

                           (ii)     appoints a Custodian of the Company or any
                  Material Subsidiary or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary or for
                  all or substantially all of the property of the Company or any
                  Material Subsidiary or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary, or

                           (iii)    orders the liquidation of the Company or any
                  Material Subsidiary or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary, and
                  the order or decree remains unstayed and in effect for 60
                  consecutive days.

                  (b)      With respect to the Notes issued under this First
Supplemental Indenture, all references in Section 6.2 of the Base Indenture to
"Section 6.1(f) or (g)" of the Base Indenture shall in each case be replaced
with a reference to "Section 6.1(h) or (i) of the Indenture."

Section 2.9.      LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

                  With respect to the Notes issued under this First Supplemental
Indenture, Article VIII of the Base Indenture shall apply, and the Company shall
have the option to effect Legal Defeasance or Covenant Defeasance pursuant to
Article VIII of the Base Indenture; provided, however, that with respect to the
Notes issued under this First Supplemental Indenture:

                  (a)      notwithstanding anything to the contrary contained in
         Section 8.3 of the Base Indenture, in connection with any Covenant
         Defeasance, the Company shall be released only from its obligations
         under Sections 4.2 and 4.3 of the Base Indenture, under Article V of
         the Indenture and under Sections 4.8 through 4.18 of the Indenture;

                  (b)      the final sentence of Section 8.3 of the Base
         Indenture shall be replaced in its entirety with the following: "In
         addition, upon the Company's exercise under Section 8.1 hereof of the
         option applicable to this Section 8.3 of the Indenture, subject to the
         satisfaction of the conditions set forth in Section 8.4 of the
         Indenture, Sections 6.1(c) through 6.1(f) of the Indenture shall not
         constitute Events of Default"; and

                  (c)      the following Section shall replace Section 8.4 of
         the Base Indenture in its entirety:

                  Section 8.4. Conditions to Legal or Covenant Defeasance.

                  The following shall be the conditions to the application of
         either Section 8.2 or 8.3 of the Indenture to the outstanding Notes:

                           (a)      the Company must irrevocably deposit or
                  cause to be deposited with the Trustee, as trust funds in
                  trust, specifically pledged as security for, and dedicated
                  solely to, the benefit of the Holders of the Notes, money in
                  an amount,

                                       37



                  or non-callable U.S. Government Obligations which through the
                  scheduled payment of principal and interest thereon will
                  provide money in an amount, or a combination thereof,
                  sufficient, in the opinion of a nationally recognized firm of
                  independent public accountants, to pay and discharge the
                  principal of, premium, if any, and interest on the outstanding
                  Notes on the Stated Maturity (or upon redemption, if
                  applicable) of such principal, premium, if any, or installment
                  of interest;

                           (b)      no Default or Event of Default will have
                  occurred and be continuing on the date of such deposit or,
                  insofar as an event of bankruptcy under clauses (h) and (i) of
                  Section 6.1 of the Indenture is concerned, at any time during
                  the period ending on the 91st day after the date of such
                  deposit;

                           (c)      such Legal Defeasance or Covenant Defeasance
                  will not result in a breach or violation of, or constitute a
                  default under, the Indenture, the Senior Credit Agreement or
                  any other material agreement or instrument to which the
                  Company or any Subsidiary is a party or by which it is bound;

                           (d)      in the case of an election under Section 8.2
                  of the Indenture, the Company shall have delivered to the
                  Trustee an Opinion of Counsel stating that the Company has
                  received from, or there has been published by, the Internal
                  Revenue Service a ruling, or since the date of the final
                  prospectus supplement, there has been a change in applicable
                  federal income tax law, in either case to the effect that, and
                  based thereon such opinion 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 and at the same times as
                  would have been the case if such Legal Defeasance had not
                  occurred;

                           (e)      in the case of an election under Section 8.3
                  of the Indenture, the Company shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that the Holders
                  of the Notes outstanding 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;

                           (f)      the Company shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that (i) the trust
                  funds will not be subject to any rights of holders of Senior
                  Indebtedness under the subordination provisions of Sections
                  13.1 through 13.13 of the Indenture and (ii) after the 91st
                  day following the deposit or after the date such opinion is
                  delivered, the trust funds will not be subject to the effect
                  of any applicable bankruptcy, insolvency, reorganization or
                  similar laws affecting creditors' rights generally;

                           (g)      the Company shall have delivered to the
                  Trustee an Officers' Certificate stating that the deposit was
                  not made by the Company with the intent

                                       38



                  of preferring the Holders of Notes or any Note Guarantee over
                  the other creditors of either the Company or any Note
                  Guarantor with the intent of hindering, delaying or defrauding
                  creditors of either the Company or any Restricted Subsidiary;
                  and

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

Section 2.10.     AMENDMENTS

                  (a)      With respect to the Notes issued under this First
Supplemental Indenture, Sections 9.1 through 9.3 of the Base Indenture shall be
replaced in their entirety with the following:

                  Section 9.1. Without Consent of Holders.

                  Notwithstanding Section 9.2, the Company and the Trustee may
         (subject to Sections 13.13 and 13.14) amend or supplement the Indenture
         or the Notes without notice to or the consent of any Holder of a Note:
         (a) to evidence the succession of another Person to the Company, a Note
         Guarantor or any other obligor on the Notes, and the assumption by any
         such successor of the covenants of the Company or such obligor or Note
         Guarantor in the Indenture and in the Notes and in any Note Guarantee
         in accordance with Article V; (b) to add to the covenants of the
         Company, any Note Guarantor or any other obligor upon the Notes for the
         benefit of the Holders of the Notes or to surrender any right or power
         conferred upon the Company or any other obligor upon the Notes, as
         applicable, in this Indenture, in the Notes or in any Note Guarantee;
         (c) to cure any ambiguity, or to correct or supplement any provision in
         this Indenture, the Notes or any Note Guarantee which may be defective
         or inconsistent with any other provision in this Indenture, the Notes
         or any Note Guarantee or make any other provisions with respect to
         matters or questions arising under the Indenture, the Notes or any Note
         Guarantee; provided that, in each case, such provisions shall not
         adversely affect the interest of the Holders of the Notes; (d) to
         comply with the requirements of the Commission in order to effect or
         maintain the qualification of this Indenture under the TIA; (e) to add
         a Note Guarantor under the Indenture; (f) to evidence and provide the
         acceptance of the appointment of a successor Trustee under the
         Indenture; (g) to mortgage, pledge, hypothecate or grant a security
         interest in favor of the Trustee for the benefit of the Holders of the
         Notes as additional security for the payment and performance of the
         Company's and any Note Guarantor's obligations under the Indenture, in
         any property, or assets, including any of which are required to be
         mortgaged, pledged or hypothecated, or in which a security is required
         to be granted to the Trustee pursuant to this Indenture or otherwise;
         or (h) to execute the First Supplemental Indenture or any subsequent
         supplemental indenture substantially in the form thereof.

                                       39



                  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 7.2 of the Indenture, the Trustee shall
         join with the Company and the Note 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 shall 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 9.2. With Consent of Holders.

                  Except as provided below in this Section 9.2 and in Sections
         9.3, 13.13 and 13.14, the Company and the Trustee may amend or
         supplement this Indenture (including Sections 4.11 and 4.15) or the
         Notes and/or any Note Guarantees with the consent of the Holders of at
         least a majority in principal amount of the Notes then outstanding
         voting as a single class (including, without limitation, consents
         obtained in connection with a purchase of, tender offer or exchange
         offer for, Notes), and, subject to Sections 6.8 and 6.13, any existing
         Default or Event of Default (other than a Default or Event of Default
         in the payment of the principal of, premium, 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
         Notes or the Note Guarantees may be waived with the consent of the
         Holders of a majority in principal amount of the then outstanding Notes
         (including consents obtained in connection with a purchase of, tender
         offer or exchange offer for, Notes).

                  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 7.2 of the Indenture, the Trustee shall
         join with the Company and the Note 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 shall not
         be obligated to enter into such amended or supplemental Indenture that
         affects its own rights, duties or immunities under this Indenture or
         otherwise.

                  It shall not be necessary for the consent of the Holders of
         Notes under this Section 9.2 to approve the particular form of any
         proposed amendment or waiver, but it shall be sufficient if such
         consent approves the substance thereof.

                  After an amendment, supplement or waiver under this Section
         9.2 becomes effective, the Company shall 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, shall not,

                                       40



         however, in any way impair or affect the validity of any such amended
         or supplemental Indenture or waiver. Subject to Sections 6.8, 6.13 and
         9.3 of the Indenture, 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 and/or the Note
         Guarantors with any provision of this Indenture, the Notes or the Notes
         Guarantees.

                  Section 9.3. Limitations.

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

                           (a)      change the Stated Maturity of the principal
                  of, or any installment of interest on, any Note, or reduce the
                  principal amount thereof, or premium, if any, or the rate of
                  interest thereon or change the coin or currency in which the
                  principal of any Note or any premium or the interest thereon
                  is payable, or impair the right to institute suit for the
                  enforcement of any such payment after the Stated Maturity
                  thereof (or, in the case of redemption, on or after the
                  redemption date);

                           (b)      following the occurrence of an Asset Sale,
                  amend, change or modify the obligation of the Company to make
                  and consummate an Excess Proceeds Offer with respect to any
                  Asset Sale in accordance with Section 4.11 of the Indenture,
                  including amending, changing or modifying any definition
                  relating thereto in any manner materially adverse to the
                  Holders of the Notes affected thereby;

                           (c)      following the occurrence of a Change in
                  Control, amend, change or modify the obligation of the Company
                  to make and consummate a Change in Control Offer in the event
                  of a Change in Control in accordance with Section 4.15 of the
                  Indenture, including amending, changing or modifying any
                  definition relating thereto in any manner materially adverse
                  to the Holders of the Notes affected thereby;

                           (d)      reduce the percentage in principal amount of
                  outstanding Notes, the consent of whose Holders is required
                  for any such supplemental indenture or the consent of whose
                  Holders is required for any waiver of compliance with certain
                  provisions of the Indenture;

                           (e)      modify any of the provisions relating to
                  supplemental indentures requiring the consent of Holders or
                  relating to the waiver of past defaults or relating to the
                  waiver of certain covenants, except to increase the percentage
                  of outstanding Notes required for such actions or to provide
                  that certain other provisions of the Indenture cannot be
                  modified or waived without the consent of the Holder of each
                  Note affected thereby; or

                           (f)      amend or modify any of the provisions of
                  this Indenture relating to any Note Guarantee in any manner
                  adverse to the Holders of the Notes.

                                       41



                  In addition, any amendment to, or waiver of, the provisions of
         Section 13.1 through 13.14 of this Indenture (including the related
         definitions) that adversely affects the rights of the Holders of the
         Notes will require the consent of the Holders of at least 66-2/3% in
         aggregate principal amount of the Notes then outstanding.

                  It shall not be necessary for the consent of the Holders of
         Notes under this Section 9.3 to approve the particular form of any
         proposed amendment or waiver, but it shall be sufficient if such
         consent approves the substance thereof.

Section 2.11.     SUBSIDIARY GUARANTEES.

                  With respect to the Notes issued under this First Supplemental
Indenture, Article XII of the Base Indenture shall apply to the extent that any
Restricted Subsidiary shall guarantee the Notes in accordance with Section 4.17
of the Indenture, and the Notes shall constitute a Series to be guaranteed by
any such Note Guarantors pursuant to Article XII of the Base Indenture.

Section 2.12.     SUBORDINATION.

                  With respect to the Notes issued under this First Supplemental
Indenture and any Note Guarantee relating to such Notes, Sections 13.1 through
13.14 of the Base Indenture shall apply, and the Notes and any such Note
Guarantee shall be subject to subordination pursuant to such Sections of the
Base Indenture.

                                  ARTICLE III.

                                  MISCELLANEOUS

Section 3.1.      EFFECT OF HEADINGS.

                  The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.

Section 3.2.      SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this First Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

Section 3.3.      SEPARABILITY CLAUSE.

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

                                       42



Section 3.4.      GOVERNING LAW.

                  This First Supplemental Indenture and the Notes created hereby
shall be governed by the laws of the State of New York applicable to agreements
made and to be performed in such state.

Section 3.5.      FIRST SUPPLEMENT TO SUPERSEDE BASE INDENTURE.

                  The Base Indenture, as supplemented by the First Supplemental
Indenture, remains in full force and effect as of the date hereof.
Notwithstanding the foregoing, to the extent that any provision of the Base
Indenture shall conflict with any provision of this First Supplemental
Indenture, the terms of this First Supplemental Indenture shall be deemed
controlling and the conflicting provision of the Base Indenture shall be null
and void to the extent of such conflict.

           [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

                                       43



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

                                         PROVINCE HEALTHCARE COMPANY

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

                                         U.S. BANK TRUST NATIONAL ASSOCIATION,
                                         as Trustee

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

                  [First Supplemental Indenture Signature Page]



                                                                       EXHIBIT A

                                 [Face of Note]
                    7 1/2% Senior Subordinated Notes due 2013

CUSIP No. 743977 AF 7                                               $200,000,000

                           PROVINCE HEALTHCARE COMPANY

promises to pay to Cede & Co. or registered assigns, the principal sum of TWO
HUNDRED MILLION DOLLARS ($200,000,000) on June 1, 2013.

                  Interest Payment Dates: June 1 and December 1

                  Record Dates: May 15 and November 15

                  Dated: May 27, 2003

                                         PROVINCE HEALTHCARE COMPANY

                                         By: ___________________________________
                                         Name:
                                         Title:

                                         By: ___________________________________
                                         Name:
                                         Title:

                                         [SEAL]

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

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By: ___________________________________
           Authorized Signature

                                      A-1



                                 [Back of Note]
                    7 1/2% Senior Subordinated Notes due 2013

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

                  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
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made 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.

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

                  1.       INTEREST. Province Healthcare Company, a Delaware
corporation (the "Company") promises to pay interest on the principal amount of
this Note at 7 1/2% per annum from May 27, 2003 until June 1, 2013. The Company
shall pay interest, 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 (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, 2003.
The Company shall pay interest (including post-petition interest to the extent
allowed in any proceeding under any Bankruptcy Law) on overdue principal from
time to time on demand at a rate equal to the per annum rate on the Notes then
in effect; it shall pay interest (including post-petition interest to the extent
allowed in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                                      A-2



                  2.       METHOD OF PAYMENT. The Company will pay principal,
premium, if any, and interest on the Notes in money of the United States that at
the time of payment is legal tender for payment of public and private debts. The
Company, however, may pay principal, premium, if any, and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.

                  3.       PAYING AGENT, REGISTRAR AND SERVICE AGENT. Initially,
U.S. Bank Trust National Association, the Trustee under the Indenture, will act
as Paying Agent, Registrar and Service Agent. The Notes may be presented for
registration of transfer and exchange at the offices of the Registrar. The
Company may change any Paying Agent, Service Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of May 27, 2003 (the "Base Indenture") as supplemented by a
First Supplemental Indenture dated as of May 27, 2003 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture") among the
Company and the Trustee. 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 (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes issued under the
Indenture are subordinated unsecured obligations of the Company limited to
$200,000,000 in aggregate principal amount.

                  5.       OPTIONAL REDEMPTION.

                  (a)      Except as set forth in paragraph (b) of this Section
5, the Company shall not have the option to redeem the Notes pursuant to this
Section 5 prior to June 1, 2008. On or after June 1, 2008, the Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, 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, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 1, of the years
indicated below (subject to the right of Holders of record on relevant record
dates to receive interest due on an interest payment date):



Year                                                             Redemption Price
- ----                                                             ----------------
                                                              
2008                                                                 103.750%
2009                                                                 102.500%
2010                                                                 101.250%
2011 and thereafter                                                  100.000%


                  (b)      Notwithstanding the provisions of paragraph (a) of
this Section 5, at any time and from time to time prior to June 1, 2006, the
Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes originally issued hereunder within 60 days of one or
more Public Equity Offerings with the net proceeds of such offering at a
redemption price of 107.500% of the principal amount thereof, plus accrued and

                                      A-3



unpaid interest thereon, if any, to the redemption date (subject to the right of
Holders of record on relevant record dates to receive interest due on an
interest payment date); provided that, after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the Notes
remains outstanding.

                  6.       NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of the Notes to be
redeemed at such Holder's address of record. The Notes in denominations larger
than $1,000 may be redeemed in part but only in integral multiples of $1,000,
unless all the Notes held by a Holder are to be redeemed. In the event of a
redemption of less than all of the Notes, the Notes will be chosen for
redemption by the Trustee in accordance with the Indenture. On and after the
redemption date, interest ceases to accrue on the Notes or portions of them
called for redemption.

                  If this Note is redeemed subsequent to a Record Date with
respect to any Interest Payment Date specified above and on or prior to such
Interest Payment Date, then any accrued interest will be paid to the Person in
whose name this Note is registered at the close of business on such Record Date.

                  7.       MANDATORY REDEMPTION. Except as set forth in
paragraph 8 below, the Company shall not be required to repurchase or to make
mandatory redemption payments with respect to the Notes. There are no sinking
fund payments with respect to the Notes.

                  8.       REPURCHASE AT OPTION OF HOLDER. This Note is subject
to repurchase by the Company at the option of the Holder upon the circumstances
set forth in Sections 4.11 and 4.15 of the Indenture.

                  9.       SUBORDINATION. The payment of the Principal of,
premium, if any interest on and any other payment obligations of any kind
evidenced by the Notes and the Indenture (including any obligations to
repurchase the Notes) is subordinated in right of payment to all existing and
future Senior Indebtedness of the Company, as described in the Indenture. Each
Holder, by accepting a Note, agrees to such subordination and authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
as its attorney-in-fact for such purpose.

                  10.      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the 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

                                      A-4



selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

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

                  12.      AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture with respect to the Notes or the Notes may be amended
or supplemented with the written consent of the Holders of a majority in
principal amount of the Notes and any existing default or compliance with any
provision of the Indenture with respect to the Notes or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the Notes
(including, in each case, Additional Notes, if any). Without the consent of any
Holder of the Notes, the Indenture with respect to the Notes or the Notes may be
amended or supplemented to, in addition to other events more fully described in
the Indenture, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, provide
for the assumption of the Company's obligations to Holders of the Notes in the
case of a merger or consolidation, 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, or
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA.

                  13.      DEFAULTS AND REMEDIES. An Event of Default with
respect to the Notes occurs upon the occurrence of any of the following events:
(a) default in the payment of any interest on any Note when it becomes due and
payable, and continuance of such default for a period of 30 days, whether or not
such payment shall be prohibited by the subordination provisions of Article XIII
of the Indenture; (b) default in the payment of the principal of, or premium, if
any, on, any Note when the same becomes due and payable at Maturity (upon
acceleration, optional redemption, mandatory redemption, required purchase or
otherwise), whether or not such payment shall be prohibited by the subordination
provisions of Article XIII of the Indenture; (c) default in the performance, or
breach, of the provisions described in Section 5.1 of the Indenture, the failure
to make or consummate a Change in Control Offer in accordance with the
provisions of Section 4.15 of the Indenture or the failure to make or consummate
an Excess Proceeds Offer in accordance with the provisions of Section 4.11 of
the Indenture; (d) default in the performance, or breach, of any covenant or
warranty of the Company or any Note Guarantor contained in the Indenture or any
Note Guarantee (other than a default in the performance, or breach, of a
covenant or warranty which is specifically dealt with in clause (a), (b) or (c)
hereof) and continuance of such default or breach for a period of 30 days after
written notice shall have been given 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; (e) (A) one or more defaults in the
payment of principal of or premium, if any, on Indebtedness of the Company or
any Restricted Subsidiary aggregating $10,000,000 or more, when the same becomes
due and payable at the Stated Maturity thereof, and such default or defaults
shall have continued after any applicable grace period and shall not have been
cured or waived or (B) Indebtedness of the Company or any Restricted Subsidiary
aggregating $10,000,000 or more shall have been accelerated or otherwise
declared due and payable, or required to be prepaid or repurchased (other than
by regularly scheduled required prepayment) prior to the Stated Maturity
thereof; (f) one or more final, non-appealable judgments or orders shall be
rendered against the

                                      A-5



Company or any Restricted Subsidiary for the payment of money, either
individually or in an aggregate amount, in excess of $10,000,000 (net of any
amounts to the extent that they are covered by insurance) and shall not be
discharged or fully bonded and there shall have been a period of 60 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, was not in effect; (g) any Note Guarantee of a
Material Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Material Subsidiary ceases to be in full force and effect or
is declared null and void or any Material Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Material Subsidiary denies
that it has any further liability under any Note Guarantee, or gives notice to
such effect (other than by reason of the termination of this Indenture or the
release of any such Note Guarantee in accordance with this Indenture); or (h)
certain events of bankruptcy or insolvency with respect to the Company or any
Material Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Material Subsidiary.

                  If an Event of Default with respect to Securities of any
Series at the time outstanding occurs and is continuing (other than an Event of
Default referred to in clause (h) of the foregoing paragraph), then in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the outstanding Securities of that Series may declare the principal amount (or,
if any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of,
premium, if any, and accrued and unpaid interest, if any, on all of the
Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) and accrued and
unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in clause (h) of the foregoing paragraph shall occur, the
principal amount (or specified amount) of, premium, if any, and accrued and
unpaid interest, if any, on all outstanding Securities shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

                  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) if it
determines that withholding notice is in their interest. 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 and what action the Company is taking or proposes to take
thereto.

                  14.      SUBSIDIARY GUARANTEES. Payment of principal of,
premium, if any, and interest (including interest on overdue principal, if any,
and interest, if lawful) on the Notes may be guaranteed under certain
circumstances on an unsecured, senior subordinated basis by the Note Guarantors
pursuant to Section 4.17 and Article XII of the Indenture.

                  15.      TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services

                                      A-6



for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

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

                  17.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  18.      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).

                  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 shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                         Province Healthcare Company
                         105 Westwood Place, Suite 400
                         Brentwood, Tennessee 37027
                         Attention: [_____________]

                                      A-7



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below: (I) or (we) assign and
         transfer this Note to

________________________________________________________________________________
                  (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)

                                      A-8



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.11 or 4.15 of the Indenture, check the box below:

                           / / Section 4.11

                           / / Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to 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 Note)

                                 Tax Identification No.: _______________________

                                      A-9



                         SCHEDULE OF EXCHANGES OF NOTES*

                  The following exchanges of a part of this Global Note for
other Notes have been made:



                                                                      Principal Amount of
                            Amount of             Amount of             this Global Note         Signature of
                           decrease in           increase in             following such       authorized officer
                         Principal Amount       Principal Amount          decrease (or           of Trustee or
Date of Exchange       of this Global Note    of this Global Note           increase             Service Agent
- ----------------       -------------------    -------------------           --------             -------------
                                                                                  


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

                                      A-10



                                                                       EXHIBIT B

       FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of ___________, _____ among ___________ (the "Guaranteeing Subsidiary"), a
subsidiary of Province Healthcare Company (or its successor), a Delaware
corporation (the "Company"), the Company, and U.S. Bank Trust National
Association, a national banking association organized and existing under the
laws of the United States of America, as trustee under the Indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture, dated as of May 27, 2003, as supplemented by the First
Supplemental Indenture, dated as of May 27, 2003 (the indenture, as so
supplemented, the "Indenture") providing for the issuance of an aggregate
principal amount of up to $200,000,000 of 7 1/2% Senior Subordinated Notes due
2013 (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 and therein (the
"Note Guarantee"); and

                  WHEREAS, pursuant to Section 9.1 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 that its obligations to the Holder and the Trustee pursuant to
this Note Guarantee shall be as expressly set forth in Article XII of the
Indenture and in such other provisions of the Indenture as are applicable to the
Note Guarantors (including, without limitation, Article XIII of the Indenture),
and reference is made to the Indenture for the precise terms of this
Supplemental Indenture. The terms of Article XII of the Indenture and such other
provisions of the Indenture (including, without limitation, Article XIII of the
Indenture) as are applicable to the Note Guarantors are incorporated herein by
reference.

                                      B-1



                  3.       EXECUTION AND DELIVERY OF NOTE GUARANTEES.

                  (a)      If an officer whose signature is on this Supplemental
Indenture no longer holds that office at the time the Trustee authenticates the
Note, the Note Guarantee shall be valid nevertheless.

                  (b)      The delivery of any Note by the Trustee, after the
authentication thereof under the Indenture, shall constitute due delivery of the
Note Guarantee set forth in this Supplemental Indenture on behalf of the
Guaranteeing Subsidiary.

                  4.       RELEASE OF SUBSIDIARY GUARANTEE.

                  The Note Guarantee shall be released:

                  (a)      in connection with any sale or other disposition of
         all or substantially all of the assets of the Guaranteeing Subsidiary
         (including by way of merger or consolidation), if the Company applies
         the Excess Proceeds of that sale or other disposition in accordance
         with the applicable provisions of this Indenture, including, without
         limitation, Section 4.11 and Sections 13.1 through 13.14 thereof;

                  (b)      in connection with any sale of all of the Capital
         Stock of the Guaranteeing Subsidiary to any Person that is not an
         Affiliate of the Company, if the Company applies the Excess Proceeds of
         that sale in accordance with the applicable provisions of the
         Indenture, including, without limitation, Section 4.11 and Sections
         13.1 through 13.13 thereof; or

                  (c)      if the Company designates the Guaranteeing Subsidiary
         as an Unrestricted Subsidiary in accordance with the Indenture.

                  The Trustee will provide any written confirmation or evidence
of the termination of such Note Guarantee as reasonably required by the
representative.

                  Any Note Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Note Guarantor under
this Indenture as provided in this Article.

                  5.       NO RECOURSE AGAINST OTHERS. No past, present or
future director, officer, employee, incorporator or stockholder of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Note Guarantor (including the Guaranteeing Subsidiary)
under the Notes, any Subsidiary Guarantee, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the 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.

                  6.       GOVERNING LAW. This Supplemental Indenture shall be
governed by the laws of the State of New York applicable to agreements made and
to be performed in such state.

                                      B-2



                  7.       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.

                  8.       EFFECT OF HEADINGS. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                  9.       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.

                                      B-3



                  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:

                                         [COMPANY]

                                         By: ___________________________________

                                         Name:
                                         Title:

                                         [TRUSTEE], as Trustee

                                         By: ___________________________________
                                                    Authorized Signatory

                                      B-4

EX-10.1

                                                                    Exhibit 10.1

                 THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT

         THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of the
27th day of May, 2003 (this "Amendment"), is made by and between PROVINCE
HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as
hereinafter defined) that have executed this Amendment (the "Required Lenders"),
and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such
capacity, the "Agent").

                              BACKGROUND STATEMENT

         A.       The Borrower, certain banks and other financial institutions
(the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS
Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are
parties to a Third Amended and Restated Credit Agreement, dated as of November
13, 2001, as amended by that certain Amendment No. 1 to Certain Operative
Agreements, dated as of March 29, 2002, and by that certain Second Amendment and
Consent, dated as of March 28, 2003 (as amended, the "Credit Agreement"),
providing for the availability of a revolving credit facility to the Borrower
upon the terms and conditions set forth therein. Capitalized terms used herein
without definition shall have the meanings given to them in the Credit
Agreement.

         B.       The Borrower proposes to issue up to $200,000,000 in aggregate
principal amount of its 7-1/2% Senior Subordinated Notes Due 2013 (as amended,
modified, supplemented or restated from time to time in accordance with the
terms of the Credit Agreement, the "Subordinated Notes") as described in the
Description of Notes attached hereto as Exhibit A. The Subordinated Notes will
be issued pursuant to an Indenture between the Borrower and U.S. Bank Trust
National Association, as trustee, in substantially the form attached hereto as
Exhibit B (as amended, modified, supplemented or restated from time to time in
accordance with the terms of the Credit Agreement, the "Subordinated Note
Indenture").

         C.       The Borrower has requested that the Required Lenders consent
to the execution and delivery of the Indenture and the issuance of the
Subordinated Notes, and the Required Lenders have agreed to furnish such consent
upon the terms and conditions set forth herein (including the Borrower's
agreement to certain amendments to the Credit Agreement as set forth more
completely herein).

                             STATEMENT OF AGREEMENT

         The parties hereto agree as follows:



                                    ARTICLE I

                                   AMENDMENTS

         1.1      Defined Terms.

         (a) Section 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms in proper alphabetical order:

                  ""2003 Subordinated Note Indenture" shall mean the Indenture
         and the Indenture Supplement, each to be dated on or about May 27,
         2003, between the Borrower and U.S. Bank Trust National Association, as
         trustee, as amended, modified, supplemented or restated from time to
         time in accordance with the terms of this Agreement.

                  "7-1/2% Subordinated Notes" shall mean up to $200,000,000 in
         aggregate principal amount of the Borrower's 7-1/2% Senior Subordinated
         Notes Due 2013 issued pursuant to the 2003 Subordinated Note Indenture,
         as such 7-1/2% Subordinated Notes are amended, modified, supplemented
         or restated from time to time in accordance with the terms of this
         Agreement."

         (b)      The definition of "Change of Control" in Section 1.1 of the
Credit Agreement is hereby amended by inserting the following new clause (v) at
the end thereof:

                  "or (v) a "Change of Control" (as defined in the 2003
         Subordinated Note Indenture) shall occur under the 2003 Subordinated
         Note Indenture."

         (c)      The definition of "Debt" in Section 1.1 of the Credit
Agreement is hereby amended by inserting the following sentence at the end
thereof:

                  "Notwithstanding the foregoing, for the purpose of measuring
compliance with SECTION 6.9 hereof for the fiscal quarter ended June 30, 2003
(but not for the purpose of calculating compliance with SECTION 6.9 in
connection with any Permitted Acquisition), Debt shall not include the amount of
net cash proceeds of the 7-1/2% Subordinated Notes, not in excess of
$80,000,000, constituting "Cash and cash equivalents" (as determined in
accordance with GAAP) on the consolidated balance sheet of the Borrower and its
Subsidiaries for the fiscal quarter ended June 30, 2003 and reserved to
repurchase the 4-1/2% Subordinated Notes in accordance with the terms of the
Third Amendment and Consent, dated as of May 27, 2003, among the Borrower, the
Required Lenders and the Agent."

         (d)      Section 1.1 of the Credit Agreement is hereby amended by
deleting the defined term "Subordinated Debt" in its entirety and inserting in
lieu thereof the following:

                  ""Subordinated Debt" shall mean unsecured Debt of the Borrower
         or any of its Subsidiaries that is expressly subordinated and made
         junior to the payment and performance of the Credit Obligations and the
         Guaranty Obligations on terms (including, without limitation, principal
         amount, maturity, covenants, defaults, terms of subordination and
         payment terms) approved in writing by the Required Lenders,

                                       2



         including, without limitation, the 4-1/2% Subordinated Notes, the
         4-1/4% Subordinated Notes, the 7-1/2% Subordinated Notes and any
         Intercompany Management Agreements."

         1.2      Representations and Warranties. Article IV of the Credit
Agreement is hereby amended by deleting Section 4.26 and inserting in lieu there
of the following:

                  "4.26 Subordinated Notes. The Borrower has heretofore
         furnished to the Agent a true and complete copy of each of the 2000
         Subordinated Note Indenture, the 2001 Subordinated Note Indenture and
         the 2003 Subordinated Note Indenture, together with all schedules and
         exhibits referred to therein and all amendments and supplements
         thereto. The subordination provisions contained in each of the 2000
         Subordinated Note Indenture, the 2001 Subordinated Note Indenture and
         the 2003 Subordinated Note Indenture and in each of the 4-1/2%
         Subordinated Notes, the 4-1/4% Subordinated Notes and the 7-1/2%
         Subordinated Notes are enforceable against the Borrower and the holders
         of such Subordinated Debt, and all of the Credit Obligations constitute
         "Senior Indebtedness" within the meaning of such term under each of the
         2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture,
         the 2003 Subordinated Note Indenture, the 4-1/2% Subordinated Notes,
         the 4-1/4% Subordinated Notes and the 7-1/2% Subordinated Notes."

         1.3      Amendments, Modifications. Section 6.22 of the Credit
Agreement is hereby amended by deleting clause (c) thereof and inserting in lieu
thereof the following:

                  "(c) amend, modify or waive, or permit the amendment,
         modification or waiver of, any provision of the 2000 Subordinated Note
         Indenture, the 2001 Subordinated Note Indenture, the 2003 Subordinated
         Note Indenture, the 4-1/2% Subordinated Notes, the 4-1/4% Subordinated
         Notes, the 7-1/2% Subordinated Notes or any other Subordinated Debt,
         the effect of which would be to (i) increase the principal amount due
         thereunder, (ii) shorten or accelerate the time of payment of any
         amount due thereunder, (iii) increase the applicable interest rate or
         amount of any fees or costs due thereunder, (iv) amend any of the
         subordination provisions thereunder (including any of the definitions
         relating thereto), (v) make any covenant therein more restrictive or
         add any new covenant, (vi) grant any security or collateral to secure
         payment thereof, or (vii) otherwise effect any change in the rights or
         obligations of the Borrower thereunder or of the holders of such
         Subordinated Debt that, in the determination of the Required Lenders,
         would be adverse in any material respect to the rights or interests of
         the Lenders, or breach or otherwise violate any of the subordination
         provisions applicable thereto, including, without limitation,
         restrictions against payment of principal and interest thereon."

         1.4      Events of Default. Section 7.1 of the Credit Agreement is
hereby amended by deleting clause (f) thereof in its entirety and inserting in
lieu thereof the following:

         "(f)     The occurrence of any default or event of default on the part
         of the Borrower or any of its Subsidiaries (including specifically, but
         without limitation, defaults due to nonpayment) under the terms of any
         agreement, document or instrument (including without limitation any
         Swap Agreement, or any other similar agreement with any other

                                       3



         Person, any Operative Agreement (as defined by reference in the
         definition of End Loaded Lease Facility herein) under the End Loaded
         Lease Facility, the 2000 Subordinated Note Indenture, the 4-1/2%
         Subordinated Notes, the 2001 Subordinated Note Indenture, the 4-1/4%
         Subordinated Notes, the 2003 Subordinated Note Indenture and the 7-1/2%
         Subordinated Notes) pursuant to which the Borrower or such Subsidiary
         has incurred any Debt (other than the Credit Obligations) in excess of
         $1,000,000, which default or event of default would permit acceleration
         of such Debt and which is not cured within any applicable grace or cure
         period;"

                                   ARTICLE II

                                    CONSENTS

         2.1      Issuance of 7-1/2% Subordinated Notes. The Required Lenders
hereby consent to the execution and delivery by the Borrower of the 2003
Subordinated Note Indenture in substantially the form attached hereto as Exhibit
B and the issuance by the Borrower pursuant thereto of the 7-1/2% Subordinated
Notes on substantially the terms set forth in the Description of Notes attached
as Exhibit A and in an aggregate principal amount not to exceed $200,000,000;
provided, that the net cash proceeds of the 7-1/2% Subordinated Notes are
applied to repay the outstanding Revolving Credit Loans pursuant to Section
2.5(d) of the Credit Agreement and, on or prior to June 30, 2003, to prepay all
of the outstanding Company Obligations under the End Loaded Lease Facility.

         2.2      Repurchase of 4-1/2% Subordinated Notes. The Required Lenders
hereby consent to the use of (a) up to $80,000,000 of the net cash proceeds of
the 7-1/2% Subordinated Notes (after the use of the net cash proceeds of the
7-1/2% Subordinated Notes to repay all outstanding Revolving Credit Loans
pursuant to Section 2.5(d) of the Credit Agreement and to prepay all of the
outstanding Company Obligations under the End Loaded Lease Facility) plus (b) an
additional $20,000,000 (after the use of the $80,000,000 referred to in clause
(a) above), in each case to repurchase from the holders thereof a portion of the
4-1/2% Subordinated Notes; provided, that all such repurchases are made on or
prior to September 30, 2003 and that all amounts paid in connection with any
repurchase of a portion of the 4-1/2% Subordinated Notes (including principal,
premiums and customary brokerage fees and transaction expenses) do not exceed,
in the aggregate, 101.8% of the principal amount of such portion of the 4-1/2%
Subordinated Notes so repurchased plus accrued interest thereon to the date of
repurchase.

         2.3      Interest Rate Swap. The Required Lenders hereby consent to the
entry by the Borrower into any interest rate swap agreement with respect to the
7-1/2% Subordinated Notes and agree that any such interest rate swap agreement
shall constitute a Swap Agreement permitted under the Credit Agreement
(including, without limitation, under Sections 6.2 and 6.7 thereunder).

                                       4



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants as follows:

         3.1      Representations and Warranties. After giving effect to this
Amendment, each of the representations and warranties of the Borrower contained
in the Credit Agreement and in the other Loan Documents is true and correct on
and as of the date hereof with the same effect as if made on and as of the date
hereof (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such
representation or warranty is true and correct as of such date).

         3.2      No Default. After giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing.

         3.3      Enforceability. This Amendment has been duly executed and
delivered by the Borrower and constitutes the Borrower's legal, valid and
binding obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and conflicts
of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other
laws of general application relating to or affecting the enforcement, of
creditors' rights.

         3.4      No Conflicts. No consent, approval, authorization or order of,
or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery
or performance by the Borrower of this Amendment

         3.5      Obligations. The execution and delivery of this Amendment does
not diminish or reduce the Borrower's obligations under the Loan Documents,
except as modified by this Amendment.

         3.6      No Claims. The Borrower has no claims, counterclaims, offsets
or defenses to the Loan Documents and the performance of its obligations
thereunder, or if the Borrower has any such claims, counterclaims, offsets, or
defenses to the Loan Documents or any transaction related to the Loan Documents,
the same are hereby waived, relinquished and released in consideration of the
Required Lenders' execution and delivery of this Amendment.

                                   ARTICLE IV

                           CONDITIONS TO EFFECTIVENESS

         The effectiveness of the amendments to the Credit Agreement and of the
consents set forth in this Amendment is subject to the satisfaction of the
following conditions:

         4.1      Executed Amendment. This Amendment shall have been duly
executed and delivered by the Borrower, the Agent and the Required Lenders and
shall be in full force and effect.

                                       5



         4.2      Confirmation. The Agent shall have received a Confirmation of
Credit Documents by each Guarantor of the Obligations, in form and substance
satisfactory to the Agent.

         4.3      Representations and Warranties; Officer's Certificate. The
following shall be true and the Agent shall have received a certificate, signed
by the chief executive officer or chief financial officer of the Borrower, in
form and substance satisfactory to the Agent, certifying that (i) each of the
representations and warranties of the Borrower contained in this Amendment, the
Credit Agreement and the other Loan Documents is true and correct as of the date
of such certificate after giving effect to this Amendment (except to the extent
any such representation or warranty is expressly stated to have been made as of
a specific date, in which case such representation or warranty is true and
correct as of such date), (ii) no Default or Event of Default has occurred and
is continuing after giving effect to this Amendment, and (iii) each of the
conditions set forth in this ARTICLE IV has been satisfied.

         4.4      Compliance Certificate. The Borrower shall have delivered to
the Agent a compliance certificate meeting the requirements set forth in Section
6.2(x) of the Credit Agreement (which compliance certificate shall assume that
the proceeds of the 7-1/2% Subordinated Notes shall be applied as described in
Article II hereof).

         4.5      No Material Adverse Change. No material adverse change shall
have occurred in the business, properties, prospects, operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
since December 31, 2002, and no event, condition or state of facts that could
reasonably be expected to have such a material adverse effect shall have
occurred since December 31, 2002.

         4.6      Fees and Expenses. The Borrower shall have paid to the Agent,
for the account of each of the Lenders that approved this Amendment (excluding
Sections 2.2(b) and 2.3 hereof) on or prior to 9:00 a.m., Charlotte, North
Carolina time, on Wednesday, May 21, 2003, a fee equal to 0.10% of the sum of
the aggregate Revolving Credit Commitments plus the aggregate "Loans" and
"Holder Amounts" (each as defined under the End Loaded Lease Facility), of such
Lenders.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1      Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Loan Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement or of any other
Loan Document except as expressly set forth herein. Except as expressly amended
hereby, the Credit Agreement shall remain in full force and effect in accordance
with its terms.

                                       6



         5.2      Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of North
Carolina (without regard to the conflicts of law provisions thereof).

         5.3      Expenses. The Borrower agrees to pay upon demand all
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and expenses of counsel to the Agent) in
connection with the preparation, negotiation, execution and delivery of this
Amendment.

         5.4      Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.

         5.5      Successors and Assigns. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.

         5.6      Construction. The headings of the various sections and
subsections of this Amendment have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof.

         5.7      Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. This
Amendment shall become effective upon the execution and delivery of a
counterpart hereof by the Borrower, the Agent and the Required Lenders and the
satisfaction of the conditions set forth in ARTICLE IV hereof.

                                       7



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.

                                            PROVINCE HEALTHCARE COMPANY

                                            By: /s/ Christopher T. Hannon
                                                --------------------------------
                                                Name:  Christopher T. Hannon
                                                Title: Chief Financial Officer

                                            WACHOVIA BANK, NATIONAL
                                            ASSOCIATION, as Agent and as Lender

                                            By: /s/ Scott Santa Cruz
                                                --------------------------------
                                                Name:  Scott Santa Cruz
                                                Title: Director

                                      S-1



                                            BANK OF AMERICA, N.A., AS A LENDER

                                            By: /s/ Elizabeth L. Knox
                                                --------------------------------
                                                Name: Elizabeth L. Knox
                                                Title: Senior Vice President

                                      S-2



                                            MERRILL LYNCH CAPITAL
                                            CORPORATION, AS A LENDER

                                            By: /s/ Michael E. O'Brien
                                                --------------------------------
                                                Name: Michael E. O'Brien
                                                Title: Vice President

                                      S-3



                                            [INTENTIONALLY OMITTED]

                                      S-4



                                            NATIONAL CITY BANK OF KENTUCKY, AS
                                            A LENDER

                                            By: /s/ Deroy Scott
                                                --------------------------------
                                                Name: Deroy Scott
                                                Title: Senior Vice President

                                      S-5



                                            U.S. BANK NATIONAL ASSOCIATION
                                            (F/K/A/ FIRSTAR BANK, NATIONAL
                                            ASSOCIATION), AS A LENDER

                                            By: ________________________________
                                                Name:  _________________________
                                                Title: _________________________

                                      S-6



                                            BNP PARIBAS, AS A LENDER

                                            By: /s/ Brock Harris
                                                --------------------------------
                                                Name: Brock Harris
                                                Title: Director

                                            By: /s/ Jeffrey Casucci
                                                --------------------------------
                                                Name: Jeffrey Casucci
                                                Title: Vice President

                                      S-7



                                            SUNTRUST BANK, AS A LENDER

                                            By: ________________________________
                                                Name:  _________________________
                                                Title: _________________________

                                      S-8



                                            GENERAL ELECTRIC CAPITAL
                                            CORPORATION, AS A LENDER

                                            By: /s/ Brian P. Schwinn
                                                --------------------------------
                                                Name: Brian P. Schwinn
                                                Title: Duly Authorized Signatory

                                      S-9



                                            AMSOUTH BANK, AS A LENDER

                                            By: ________________________________
                                                Name:  _________________________
                                                Title: _________________________

                                      S-10



                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            AS A LENDER

                                            By: /s/ Sarah Rusven
                                                --------------------------------
                                                Name: Sarah Rusven
                                                Title: First Vice President

                                      S-11



                                            CREDIT LYONNAIS NEW YORK BRANCH,
                                            AS A LENDER

                                            By: ________________________________
                                                Name:  _________________________
                                                Title: _________________________

                                      S-12

EX-10.2

                                                                    Exhibit 10.2

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 30th day of
June, 2003 (this "Amendment"), is made by and between PROVINCE HEALTHCARE
COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as hereinafter
defined) party to the Credit Agreement referred to below, and WACHOVIA BANK,
NATIONAL ASSOCIATION (formerly known as First Union National Bank), as agent for
the Lenders (in such capacity, the "Agent").

                              BACKGROUND STATEMENT

         A.       The Borrower, certain banks and other financial institutions
(the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS
Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are
parties to a Third Amended and Restated Credit Agreement, dated as of November
13, 2001, as amended by that certain Amendment No. 1 to Certain Operative
Agreements, dated as of March 29, 2002, by that certain Second Amendment to
Credit Agreement and Consent, dated as of March 28, 2003, and by that certain
Third Amendment to Credit Agreement and Consent, dated as of May 27, 2003 (as
amended, the "Credit Agreement"), providing for the availability of a revolving
credit facility to the Borrower upon the terms and conditions set forth therein.
Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement.

         B.       The Borrower has requested certain amendments to the Credit
Agreement, including an increase of the aggregate Revolving Credit Commitments
thereunder to $250,000,000.

         C.       The Lenders have agreed to such amendments on the terms and
subject to the conditions set forth herein.

                             STATEMENT OF AGREEMENT

         The parties hereto agree as follows:

                                    ARTICLE I

                                   AMENDMENTS

         1.1      Defined Terms. Section 1.1 of the Credit Agreement is hereby
amended by:

         (a)      deleting the definitions of "Collateral," "Consolidated Senior
Debt," "Mortgages," "Revolving Credit Commitment," "Revolving Credit Notes" and
"Revolving Credit Facility Maturity Date" therein and adding the following
defined terms in proper alphabetical order:



                  "Collateral" shall mean all the assets, property and interests
         in property of the Borrower and its Subsidiaries, whether now owned or
         hereafter acquired, that shall, from time to time, be pledged or be
         purported to be pledged as direct or indirect security for the Credit
         Obligations or the Guaranty Obligations pursuant to any one or more
         Security Documents; provided, that except for Realty subject to the
         Mortgages, "Collateral" shall not include Realty acquired after March
         30, 1998 by the Borrower or any of its Subsidiaries.

                  "Consolidated Senior Debt" shall mean, as of any date of
         determination, Consolidated Debt less Subordinated Debt (excluding from
         Subordinated Debt for the purposes of this definition the lesser of (A)
         $30,000,000 or (B) the aggregate principal amount of the 4-1/2%
         Subordinated Notes outstanding as of such date).

                  "Mortgages" shall mean all fee and leasehold mortgages, deeds
         of trust and similar instruments pursuant to which the Borrower or any
         Guarantor grants to the Agent, for the benefit of the Lenders, a
         mortgage lien, or an assignment of any mortgage lien obtained by such
         Person from another Person, to secure any or all of the Credit
         Obligations or the Guaranty Obligations, and shall include, without
         limitation, (a) the deeds of trust and security agreements executed by
         the Borrower and/or certain of its Subsidiaries with respect to the
         parcels of Realty subject to Mortgages as of June 30, 2003, located at
         (i) Palo Verde Community Hospital, Blythe, Riverside County,
         California; (ii) Parkview Regional Hospital, Mexia, Limestone County,
         Texas; (iii) Colorado Plains Medical Center, Fort Morgan, Morgan
         County, Colorado; (iv) Palestine Regional Medical Center-West Campus
         (formerly known as Memorial Mother Frances Hospital) (excluding the
         medical office building thereon previously given as collateral for the
         End Loaded Lease Facility), Palestine, Anderson and Houston Counties,
         Texas; (v) Palestine Regional Medical Center (formerly known as Trinity
         Valley Medical Center), Palestine, Anderson County, Texas; (vi) Starke
         Memorial Hospital, Knox, Starke County, Indiana; (vii) Colorado River
         Medical Center, Needles, San Bernardino County, California (formerly
         known as Needles Desert Community Hospital) (excluding the medical
         office building previously given as collateral for the End Loaded Lease
         Facility), (viii) Havasu Regional Medical Center, Lake Havasu City,
         Mohave County, Arizona, (ix) Memorial Hospital of Martinsville and
         Henry County, Martinsville, Henry County, Virginia, (x) Los Alamos
         Medical Center, Los Alamos, Los Alamos County, New Mexico, (xi)
         Doctors' Hospital of Opelousas, Opelousas, St. Landry Parish, Louisiana
         (excluding the medical office building thereon previously given as
         collateral for the End Loaded Lease Facility), (xii) Minden Medical
         Center, Minden, Webster Parish, Louisiana, and (xiii) Bolivar Medical
         Center, Cleveland, Bolivar County, Mississippi, and (b) the mortgage,
         deed of trust or similar instrument delivered by PHC-Elko, Inc.
         pursuant to Section 4.1 of the Fourth Amendment to Credit Agreement,
         dated as of June 30, 2003, with respect to the Realty located at
         Northeastern Nevada Regional Hospital, Elko, Elko County, Nevada
         (excluding a non-contiguous parcel of approximately 2.169 acres on
         which is located the Elko Medical Clinic Building), in all cases
         together with any amendments, modifications and supplements thereto,
         any replacements, renewals, extensions and restatements thereof, and
         any substitutes therefor, in whole or in part.

                                       2



                  "Other Joint Venture" shall mean a Non-Wholly Owned Subsidiary
         that does not qualify as Permitted Joint Venture and that is identified
         as an Other Joint Venture by the Borrower to the Agent by written
         notice at the time of the Acquisition or creation thereof: (i) the sole
         activity of which is to own, lease or operate Facilities and/or
         facilities providing services ancillary to such Facilities, (ii) for
         which any Capital Stock (if any) of such Other Joint Venture acquired
         from the Borrower or any Subsidiary by Persons other than the Borrower
         or a wholly owned Subsidiary of the Borrower is acquired for Fair
         Market Value (reasonable evidence of which shall be provided to the
         Agent upon its request), and (iii) with respect to which, after giving
         effect to the designation of such Subsidiary as an Other Joint Venture,
         no Default or Event of Default would exist.

                  "Pledged Debt" shall have the meaning assigned to such term in
         the Pledge Agreement.

                  "Revolving Credit Commitment" shall mean, with respect to any
         Lender at any time, the amount set forth next to such Lender's name on
         SCHEDULE A attached hereto under the caption "Revolving Credit
         Commitment" or, if such Lender has entered into one or more Assignment
         and Acceptances after June 30, 2003, the amount set forth for such
         Lender at such time in the Register maintained by the Agent pursuant to
         SECTION 10.5(c) as such Lender's "Revolving Credit Commitment," as such
         amount may be increased or reduced at or prior to such time pursuant to
         the terms hereof.

                  "Revolving Credit Facility Maturity Date" shall mean November
         13, 2006.

                  "Revolving Credit Notes" shall mean the promissory notes of
         the Borrower in substantially the form of EXHIBIT A-1, executed and
         delivered to the Lenders with Revolving Credit Commitments pursuant to
         the Fourth Amendment to Credit Agreement, dated as of June 30, 2003, by
         and between the Borrower, the Lenders and the Agent or, in connection
         with an Assignment and Acceptance, pursuant to SECTION 10.5(d),
         together with any amendments, modifications and supplements thereto and
         restatements thereof, in whole or in part.

         (b)      deleting the word "Interests" in clause (a) of the definition
of "Consolidated Net Income" and in the first sentence of the definition of
"Subsidiary" and inserting in lieu thereof the words "Capital Stock".

         (c)      deleting the penultimate sentence in the definition of
"Permitted Joint Ventures" and inserting in lieu thereof the following:

         The parties hereto agree that, as of June 30, 2003, the Palestine
         Limited Partnership, Vaughan Regional Medical Center, LLC and Great
         Basin Surgical Center L.L.C. (if acquired as contemplated by that
         certain Consent and Waiver, dated as of June 5, 2003, between the
         Borrower, certain of the Lenders and the Agent) shall be deemed
         Permitted Joint Ventures whether or not they satisfy the definition of
         "Permitted Joint Venture" as of such date.

         1.2      Notes. Section 2.3 of the Credit Agreement is hereby amended
by deleting subsection (b) thereof in its entirety and inserting in lieu thereof
the following:

                                       3



                  (b)      The Revolving Credit Note issued to each Lender with
         a Revolving Credit Commitment shall (i) be executed by the Borrower,
         (ii) be payable to the order of such Lender, (iii) be dated as of June
         30, 2003 (or, in the case of Revolving Credit Notes issued pursuant to
         an Assignment and Acceptance after June 30, 2003, as of the date
         thereof), (iv) be in a stated principal amount equal to such Lender's
         Revolving Credit Commitment, (v) bear interest in accordance with the
         provisions of SECTION 2.6, as the same may be applicable to the
         Revolving Credit Loans made by such Lender from time to time, and (vi)
         be entitled to all of the benefits of this Agreement and the other Loan
         Documents and subject to the provisions hereof and thereof.

         1.3      End Loaded Lease Facility. As a result of the termination of
the End Loaded Lease Facility pursuant to that certain Termination Letter
Agreement, dated as of May 23, 2003, the terms and provisions of the Credit
Agreement with respect thereto shall have no further force or effect and shall
be disregarded for all purposes.

         1.4      Representations and Warranties.

         (a)      Section 4.3 of the Credit Agreement is hereby amended by
deleting the phrase "Stock or Interests" in the last sentence thereof and
inserting in lieu thereof the words "Capital Stock".

         (b)      Section 4.23 of the Credit Agreement is hereby amended by
adding the phrase "and in Other Joint Ventures" immediately after the words
"Permitted Joint Ventures" in the introductory clause thereof.

         1.5      Affirmative Covenants.

         (a)      Section 5.4(a) of the Credit Agreement is hereby amended by
adding the phrase "or Other Joint Venture" immediately after the parenthetical
phrase "(other than Palestine Limited Partnership)" therein.

         (b)      Section 5.4(b) of the Credit Agreement is hereby amended by
adding the phrase ", Other Joint Ventures" immediately after the parenthetical
phrase "(other than Palestine Limited Partnership)" in the last sentence
thereof.

         (c)      Section 5.11 of the Credit Agreement is hereby amended by
deleting such section in its entirety and inserting in lieu thereof the
following:

                  5.11 Creation or Acquisition of New Subsidiaries. The Borrower
         and its Subsidiaries may from time to time create or acquire new
         Subsidiaries subject to the terms of this Agreement, provided that (i)
         each new Subsidiary (which shall exclude Permitted Joint Ventures
         constituting Non-Wholly Owned Subsidiaries (other than the Palestine
         Limited Partnership) and Other Joint Ventures for purposes of this
         Section 5.11) having assets with a gross value (determined in
         accordance with Generally Accepted Accounting Principles) in excess of
         $100,000 (or upon obtaining assets, including but not limited to the
         proceeds of Investments, loans, or other distributions from the
         Borrower or another Subsidiary, in excess of $100,000 in the case of an
         existing Subsidiary which previously had assets with a gross value less
         than $100,000) will

                                       4



         execute and deliver to the Agent (with sufficient copies for each
         Lender) an amendment or accession to the Guaranty Agreement (pursuant
         to which such new Subsidiary shall become a party thereto), an
         amendment or accession to the Pledge Agreement, Financing Statements,
         certificates of title, stock certificates and other documents
         reasonably required by the Agent, all in form and substance
         satisfactory to the Agent, pursuant to which such new Subsidiary shall
         secure its obligations under the Guaranty Agreement by first priority,
         perfected security interests in all Capital Stock and Pledged Debt
         owned by such Subsidiary, subject only to Permitted Liens, (ii) the
         Borrower and/or the other Guarantors will execute and deliver to the
         Agent (with sufficient copies for each Lender) an amendment or
         supplement to the Pledge Agreement, in form and substance satisfactory
         to the Agent, pursuant to which all of the Capital Stock of such new
         Subsidiary (including Permitted Joint Ventures and Other Joint
         Ventures, except for such Other Joint Ventures the organizational
         documents of which would prohibit the pledge of such Capital Stock to
         the Agent pursuant to the Pledge Agreement) that is directly or
         indirectly owned by the Borrower shall be pledged to the Agent under
         the Pledge Agreement, together with the certificates representing such
         Capital Stock and stock powers duly executed in blank, and (iii) the
         Borrower will cause each such new Subsidiary to execute and deliver,
         and will cause to be delivered, all documentation of the type described
         in Sections 3.1.2(b), 3.1.2(c), 3.1.2(d) and 3.1.2(e) as such new
         Subsidiary would have had to deliver were it a Subsidiary on the
         Amendment Effective Date; provided, that Permitted Joint Ventures
         constituting Non-Wholly Owned Subsidiaries shall be identified by the
         Borrower to the Agent as Permitted Joint Ventures, and Other Joint
         Ventures shall be identified by the Borrower to the Agent as Other
         Joint Ventures, and shall only be required to provide documentation of
         the type described in Sections 3.1.2(b), 3.1.2(c) and 3.1.2(e).

         1.6      Negative Covenants.

         (a)      Section 6.1 of the Credit Agreement is hereby amended by
adding the phrase "or an Other Joint Venture" immediately after the words
"Permitted Joint Venture" in subsection (ii) thereof.

         (b)      Section 6.2 of the Credit Agreement is hereby amended by:

                  (i)      deleting subsections (v) and (vi) thereof in their
         entirety and inserting in lieu thereof the following:

                           (v)      unsecured intercompany Debt (x) of any
                  Subsidiary (other than an Other Joint Venture) to the Borrower
                  (provided, that unsecured intercompany Debt of Permitted Joint
                  Ventures, when aggregated with dispositions of assets to
                  Permitted Joint Ventures permitted under Section 6.5(iii) and
                  restricted investments in Permitted Joint Ventures permitted
                  under Section 6.7(m), shall not exceed $20,000,000 in the
                  aggregate (excluding for purposes of calculating such
                  $20,000,000 basket, Acquisition Amounts incurred in connection
                  with Permitted Acquisitions and other amounts consented to by
                  the Required Lenders in writing), (y) of any Subsidiary (other
                  than a Permitted Joint Venture or an Other Joint Venture) to a
                  Guarantor (other than a Permitted Joint Venture or an Other
                  Joint

                                       5



                  Venture), and (z) of the Borrower to any Guarantor (other than
                  a Permitted Joint Venture or an Other Joint Venture), provided
                  that any such Debt under this clause (v) is incurred in the
                  ordinary course of business and, if requested by the Agent or
                  required pursuant to Section 5.10(a), is evidenced by one or
                  more promissory notes pledged to the Agent pursuant to the
                  Pledge Agreement, is payable on demand and, is fully
                  subordinated in right of payment to the Credit Obligations and
                  the Guaranty Obligations, as applicable; and provided further,
                  that intercompany Debt for money borrowed by Palestine Limited
                  Partnership shall not exceed those obligations evidenced by
                  Palestine Limited Partnership Notes and that all other
                  intercompany Debt owed by Palestine Limited Partnership shall
                  not exceed amounts currently payable pursuant to the Hospital
                  Management Agreement dated July 12, 1996, between
                  Palestine-Principal, Inc., a Tennessee corporation, and
                  Palestine Limited Partnership, as such agreement may be
                  amended, supplemented or renewed from time to time in
                  compliance with Section 6.22 hereof.

                           (vi)     Contingent Obligations permitted by Section
                  6.3, but excluding Contingent Obligations of the Borrower or
                  any Subsidiary with respect to Permitted Joint Ventures and
                  Other Joint Ventures unless (i) approved by the Required
                  Lenders or (ii) permitted by clause (v) or (xiii) of this
                  Section 6.2.

                  (ii)     deleting subsection (xiii) thereof in its entirety
         and inserting in lieu thereof the following:

                           (xiii)   other Debt (including, without limitation,
                  Debt secured by purchase money liens described in clause (f)
                  of the definition of Permitted Liens and Capital Lease
                  Obligations) in an aggregate principal amount at any time
                  outstanding not to exceed $20,000,000 for the Borrower and its
                  Subsidiaries (excluding Permitted Joint Ventures); provided
                  that Debt of Other Joint Ventures other than unsecured
                  intercompany Debt shall not be permitted by this clause (xiii)
                  and unsecured intercompany Debt of Other Joint Ventures
                  permitted by this clause (xiii), when aggregated with
                  dispositions of assets to Other Joint Ventures permitted under
                  Section 6.5(iii) and restricted investments in Other Joint
                  Ventures permitted under Section 6.7(n), shall not exceed
                  $10,000,000.

         (c)      Section 6.3 of the Credit Agreement is hereby amended by
inserting the word "and" immediately after the semi-colon in subsection (xi)
thereof and by deleting subsection (xii) in its entirety and inserting in lieu
thereof the following:

                  (xii)    other Contingent Obligations not to exceed $5,000,000
         at any time (excluding Contingent Obligations of, and Contingent
         Obligations of the Borrower or any Subsidiary supporting obligations
         of, Permitted Joint Ventures and Other Joint Ventures).

         (d)      Section 6.5 of the Credit Agreement is hereby amended by
deleting clauses (iii) through (v) thereof in their entirety and inserting in
lieu thereof the following:

                                       6



         (iii) any sale, lease, transfer or conveyance from one Subsidiary to
         another Subsidiary or to the Borrower, or from the Borrower to any
         Subsidiary, in accordance with Section 6.6, provided that, immediately
         after giving effect thereto, no Default or Event of Default would
         exist; and provided, further, that no sale, lease, transfer, conveyance
         or other disposition of Collateral may be made from an Existing Pledgor
         to any After-Acquired Pledgor unless such sale, lease, transfer,
         conveyance or other disposition falls within the $15,000,000 basket set
         forth in clause (v) below and, provided, further, that (y) sales,
         leases, transfers and conveyances to Permitted Joint Ventures, when
         aggregated with unsecured intercompany Debt of Permitted Joint Ventures
         permitted under Section 6.2(v) and restricted investments in Permitted
         Joint Ventures permitted under Section 6.7(m), shall not exceed
         $20,000,000 in the aggregate (excluding Acquisition Amounts incurred in
         connection with Permitted Acquisitions and other amounts consented to
         by the Required Lenders in writing) and (z) sales, leases, transfers
         and conveyances to Other Joint Ventures, when aggregated with unsecured
         intercompany Debt of Other Joint Ventures permitted under Section
         6.2(xiii) and restricted investments in Other Joint Ventures permitted
         under Section 6.7(n), shall not exceed $10,000,000 in the aggregate;
         (iv) [intentionally omitted]; and (v) the sale or disposition of assets
         by the Borrower and its Subsidiaries (excluding dispositions to
         Permitted Joint Ventures and to Other Joint Ventures) outside the
         ordinary course of business for fair value and for cash, provided that
         (w) the net cash proceeds from such sales or dispositions, when
         aggregated with the net cash proceeds from all other sales and
         dispositions not otherwise specifically permitted under this Section
         that are consummated during any four consecutive fiscal quarters
         immediately prior thereto, do not exceed $15,000,000 in the aggregate
         for the Borrower and its Subsidiaries, (x) such net cash proceeds in
         excess of $2,000,000 per disposition or $15,000,000 in the aggregate
         over the term of this Agreement are delivered to the Agent promptly
         after receipt thereof for application in prepayment of the Loans in
         accordance with the provisions of Section 2.5(e), (y) in no event shall
         the Borrower or any of its Subsidiaries sell or otherwise dispose of
         any of the Capital Stock of any Subsidiary, and (z) immediately after
         giving effect thereto, no Default or Event of Default would exist.

         (e)      Section 6.7 of the Credit Agreement is hereby amended by:

                  (i)      deleting subsection (f) thereof in its entirety and
         inserting in lieu thereof the following:

                           (f)      investments in Subsidiaries and Permitted
                  Acquisitions made in accordance with terms of this Agreement,
                  including Sections 5.11 and 5.12; provided that investments in
                  Permitted Joint Ventures shall satisfy the requirements of
                  clause (m) below and investments in Other Joint Ventures shall
                  satisfy the requirements of clause (n) below;

                  (ii)     deleting subsection (i) thereof in its entirety and
         inserting in lieu thereof the following:

                           (i)      loans or advances from a Subsidiary to the
                  Borrower or to another Subsidiary that is a Guarantor (other
                  than a Permitted Joint Venture or an Other

                                       7



                  Joint Venture) or from the Borrower to a Subsidiary that is a
                  Guarantor (other than a Permitted Joint Venture or an Other
                  Joint Venture) so long as the requirements of Section 5.10(a)
                  and Section 6.2(v) are satisfied;

                  (iii)    deleting subsections (m) and (n) thereof in their
         entirety and inserting in lieu thereof the following:

                           (m)      investments in Permitted Joint Ventures
                  that, when aggregated with unsecured intercompany Debt of
                  Permitted Joint Ventures permitted under Section 6.2(v) and
                  dispositions of assets to Permitted Joint Ventures permitted
                  under Section 6.5(iii), shall not exceed $20,000,000 in the
                  aggregate (excluding Acquisition Amounts incurred in
                  connection with Permitted Acquisitions and other amounts
                  consented to by the Required Lenders in writing); and

                           (n)      any other investments which are not
                  described in clauses (a) through (m) above (but excluding
                  investments in Permitted Joint Ventures), not to exceed during
                  the term of the Loans, $15,000,000 in the aggregate at any one
                  time outstanding; provided that investments in Other Joint
                  Ventures, when aggregated with unsecured intercompany Debt of
                  Other Joint Ventures permitted under Section 6.2(xiii) and
                  dispositions of assets to Other Joint Ventures permitted under
                  Section 6.5(iii), shall not exceed $10,000,000 in the
                  aggregate.

         (f)      Section 6.8 of the Credit Agreement is hereby amended by (i)
adding the phrase "or Other Joint Ventures" immediately after the words
"Permitted Joint Ventures" in subsection (a)(iii) thereof, (ii) deleting the
phrase "of its Stock or other Interests," in the introductory clause of
subsection (b) thereof and inserting in lieu thereof the phrase "or other
ownership interests of its Capital Stock" and (iii) deleting subsection (b)(iii)
thereof in its entirety and inserting in lieu thereof the following:

         (iii) the purchase in the ordinary course of business by any Permitted
         Joint Venture, any Other Joint Venture or the Subsidiary constituting
         the general partner or managing member of such Permitted Joint Venture
         or Other Joint Venture of the limited partnership interests or
         membership interests held by limited partners or the minority members
         in a Permitted Joint Venture or Other Joint Venture affiliated with the
         Facilities owned, leased or operated by such Permitted Joint Venture or
         such Other Joint Venture (or entities controlled by such limited
         partners or minority members) upon the termination of the affiliation
         of such limited partners or minority members with such Facilities or
         the death or disability of such limited partners or minority members
         (if applicable), so long as no Default or Event of Default then exists
         or would result immediately after giving effect to such purchase; or

         (g)      Section 6.16 of the Credit Agreement is hereby amended by
inserting the phrase ", the definition of Other Joint Venture" immediately after
the words "Permitted Joint Ventures" therein.

         (h)      Section 6.22 of the Credit Agreement is hereby amended by
deleting the phrase "the buy-out of a limited partner in a Permitted Joint
Venture" in clause (a) thereof and inserting

                                       8



in lieu thereof the phrase "the buy-out of a limited partner or minority member
in a Permitted Joint Venture or Other Joint Venture".

         (i)      Section 6.24 of the Credit Agreement is hereby amended by
deleting the phrase "limited partners in Permitted Joint Ventures" in the
introductory clause thereof and inserting in lieu thereof the phrase "limited
partners or minority members in Permitted Joint Ventures and Other Joint
Ventures".

         1.7      New Schedule. The Credit Agreement is hereby amended by adding
to the schedules thereto SCHEDULE A attached to this Amendment and such schedule
shall be referred to in the Credit Agreement as "SCHEDULE A."

         1.8      Signature Pages. The signature pages to the Credit Agreement
are hereby amended by deleting each reference to "Revolving Credit Commitment"
contained thereon and each dollar amount associated with each such reference.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants as follows:

         2.1      Representations and Warranties. After giving effect to this
Amendment, each of the representations and warranties of the Borrower contained
in the Credit Agreement and in the other Loan Documents is true and correct on
and as of the date hereof with the same effect as if made on and as of the date
hereof (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such
representation or warranty is true and correct as of such date); provided, that,
the state income tax lien filed against Principal Knox Company on December 4,
2001 in Starke County, Indiana by the State of Indiana, Department of Revenue,
the state tax lien filed against PRHC-Ennis G.P., Inc. on April 21, 2003 in
Ellis County, Texas by the Texas Workforce Commission, the state tax lien filed
against PHC-Eunice, Inc. on June 29, 2000 in Acadia Parish, Louisiana by the
State of Louisiana, Department of Labor, the state tax lien filed against
PHC-Eunice, Inc. on May 20, 2003 in St. Landry Parish, Louisiana by the State of
Louisiana, Department of Labor, and the state tax lien filed against the
Borrower and Brim Healthcare, Inc. on March 15, 2002 with the California
Secretary of State by the State of California, Employment Development Department
(collectively, the "State Tax Liens"), shall constitute Permitted Liens until
August 31, 2003, at which time the Borrower shall have caused the State Tax
Liens to be terminated.

         2.2      No Default. After giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing.

         2.3      Enforceability. This Amendment has been duly executed and
delivered by the Borrower and constitutes the Borrower's legal, valid and
binding obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and conflicts
of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other
laws of general application relating to or affecting the enforcement, of
creditors' rights.

                                       9



         2.4      No Conflicts. No consent, approval, authorization or order of,
or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery
or performance by the Borrower of this Amendment

         2.5      Obligations. The execution and delivery of this Amendment does
not diminish or reduce the Borrower's obligations under the Loan Documents,
except as modified by this Amendment.

         2.6      No Claims. The Borrower has no claims, counterclaims, offsets
or defenses to the Loan Documents and the performance of its obligations
thereunder, or if the Borrower has any such claims, counterclaims, offsets, or
defenses to the Loan Documents or any transaction related to the Loan Documents,
the same are hereby waived, relinquished and released in consideration of the
Lenders' execution and delivery of this Amendment.

                                   ARTICLE III

                           CONDITIONS TO EFFECTIVENESS

         The effectiveness of the amendments to the Credit Agreement set forth
in this Amendment is subject to the satisfaction of the following conditions:

         3.1      Executed Amendment. This Amendment shall have been duly
executed and delivered by the Borrower, the Agent and each of the Lenders and
shall be in full force and effect.

         3.2      Revolving Credit Notes. The Revolving Credit Notes (as such
term is defined after giving effect to SECTION 1.1 of this Amendment) shall have
been duly authorized, executed and delivered by the Borrower to the Agent.

         3.3      Accession to Security Agreement. PHC-Elko, Inc. shall have
executed an accession to the Security Agreement in form and substance reasonably
satisfactory to the Agent, together with such other documents requested by the
Agent to perfect the security interests granted therein.

         3.4      Confirmation. The Agent shall have received a Confirmation of
Credit Documents by each Guarantor of the Obligations, in form and substance
satisfactory to the Agent.

         3.5      UCC Searches. The Agent shall have received the results of a
search of all filings made against the Borrower and each Guarantor under the
Uniform Commercial Code as currently in effect, (i) in the state of
incorporation or organization of the Borrower or such Guarantor and (ii) for the
Borrower and each Guarantor owning or leasing a Facility, in the state in which
such Facility is located, indicating that the Collateral is free and clear of
any liens or encumbrances except for Permitted Liens or for which UCC-3
termination statements are being delivered.

                                       10



         3.6      Financing Statements. Financing Statements (including fixture
filings for any Realty subject to a Mortgage), amendments to existing Financing
Statements, and all other filings or recordings necessary to perfect the
security interests of the Agent, on behalf of the Lenders, in the Collateral
shall have been filed (other than the filing of the Mortgage and related real
estate collateral documents for Northeastern Nevada Regional Hospital, Elko,
Elko County, Nevada ("Elko Hospital") which will be filed pursuant to SECTION
4.1 hereof).

         3.7      Mortgages; Title Insurance. To the extent required by the
Agent, amendments to all of the Mortgages (other than the Mortgage for Elko
Hospital), in form and substance satisfactory to the Agent, shall have been duly
authorized, executed and delivered by the Borrower and the Guarantors (as
applicable), shall have been recorded, registered and filed in a manner
reasonably acceptable to the Agent, shall be in full force and effect and no
Default shall exist under the Mortgages (after giving effect to such
amendments), and the Agent shall have received fully executed copies such
amendments. With respect to all Realty subject to Mortgages that are being
amended as described above (other than the Mortgages with respect to Realty
located at (x) Parkview Regional Hospital, Mexia, Limestone County, Texas, (y)
Palestine Regional Medical Center-West Campus (formerly known as Memorial Mother
Frances Hospital), Palestine, Anderson and Houston Counties, Texas, and (z)
Palestine Regional Medical Center (formerly known as Trinity Valley Medical
Center), Palestine, Anderson County, Texas (collectively, the "Texas
Hospitals")), (i) the Agent shall have received endorsements to the existing
title insurance policies (or binders, as the case may be) with respect thereto,
insuring that such Mortgages (as amended by the amendments described above)
constitute valid enforceable, first priority liens on the Realty, free and clear
from all title defects and encumbrances whatsoever except from and subject to
Permitted Liens and only with exceptions for rights of physicians or other
healthcare providers as tenants under written leases of office space in the
ordinary course of business, but specifically excluding ground leases with terms
of ten years or more, and such other exceptions as are acceptable to the Agent
and (ii) all premiums thereon shall have been paid.

         3.8      Certificates of Existence or Good Standing. The Agent and each
Lender shall have received certificates (or other confirmation acceptable to the
Agent) as of a recent date of the good standing or existence of the Borrower and
each Guarantor under the laws of its state of incorporation or organization and,
for the Borrower and each Guarantor owning or leasing a Facility, under the laws
of each state in which such Facility is located.

         3.9      Opinions of Counsel. The Agent and each Lender shall have
received the favorable opinions of Waller Lansden, Dortch & Davis, Tennessee
counsel to the Borrower and the Guarantors (covering enforceability and Delaware
corporate law matters), Faegre & Benson LLP, Colorado counsel to the Borrower
and the Guarantors, Winstead, Sechrist & Minick, P.C., Texas counsel to the
Borrower and the Guarantors, Argue Pearson Harbison & Myers, LLP, California
counsel to the Borrower and the Guarantors, Barnes & Thornburg, Indiana counsel
to the Borrower and the Guarantors, Steptoe & Johnson, LLP, Arizona counsel to
the Borrower and the Guarantors, Modrall Sperling Roehl Harris & Sisk, P.A., New
Mexico counsel to the Borrower and the Guarantors, Williams, Mullen, Clark &
Dobbins, P.C., Virginia counsel to the Borrower and the Guarantors, Roedel
Parsons Koch Frost Belhoff & McCollister, Louisiana counsel to the Borrower and
the Guarantors, Watkins Ludlum Winter & Stennis, P.A., Mississippi counsel to
the Borrower and the Guarantors, and Tonkon Torp LLP, Oregon counsel

                                       11



to certain Guarantors, each such opinion to be addressed to the Agent, for the
benefit of the Lenders, the Issuing Lender and each Lender, and in form and
substance satisfactory to the Agent and each Lender.

         3.10     Representations and Warranties; Officer's Certificate. The
following shall be true and the Agent shall have received a certificate, signed
by the chief executive officer or chief financial officer of the Borrower, in
form and substance satisfactory to the Agent, certifying that (i) each of the
representations and warranties of the Borrower contained in this Amendment, the
Credit Agreement and the other Loan Documents is true and correct as of the date
of such certificate after giving effect to this Amendment (except to the extent
any such representation or warranty is expressly stated to have been made as of
a specific date, in which case such representation or warranty is true and
correct as of such date), (ii) no Default or Event of Default has occurred and
is continuing after giving effect to this Amendment, and (iii) each of the
conditions set forth in this ARTICLE III has been satisfied.

         3.11     Corporate Authority; Consents. The Agent shall have received
(i) evidence of the corporate, partnership or limited liability company
authority of the Borrower and the Guarantors to engage in the transactions
contemplated hereby, (ii) officers' or secretaries' certificates stating that
there have been no changes in the bylaws or charter documents of each of the
Borrower and the Guarantors (except for changes approved in writing by the
Agent) since the date of the latest secretary's or officer's certificate
delivered to the Agent by the Borrower or such Guarantor, and (iii) a
certificate of incumbency with respect to each such Person. The Borrower and the
Guarantors shall have obtained all consents and approvals of the boards of
directors, shareholders, governmental entities and other applicable third
parties necessary in connection with the transactions contemplated herein and
shall have delivered copies of the same to the Agent.

         3.12     No Material Adverse Change. No material adverse change shall
have occurred in the business, properties, prospects, operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
since December 31, 2002, and no event, condition or state of facts that could
reasonably be expected to have such a material adverse effect shall have
occurred since December 31, 2002.

         3.13     Fees and Expenses. The Borrower shall have paid (a) to the
Agent, (i) for the account of each of the Lenders (to be paid pro rata in
accordance with the increase in each Lender's Revolving Credit Commitment
pursuant to this Amendment) a fee equal to 0.50% of the increase in the Total
Revolving Credit Commitment pursuant to this Amendment, and (ii) for its own
account, all other fees and expenses (including reasonable legal fees and
expenses) that are due and payable as of the date hereof, and (b) to Wachovia
Securities, Inc., for its own account, all fees due and payable to Wachovia
Securities, Inc. on the date of this Amendment.

                                       12



                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1      Post-Closing Matters. On or before July 31, 2003 (or such
later date as the Agent may reasonably agree to if the Borrower and its
Subsidiaries are diligently pursuing such items in good faith), the following
matters shall have been completed:

         (a)      A Mortgage for the Realty located at Elko Hospital (excluding
a non-contiguous parcel of approximately 2.169 acres on which is located the
Elko Medical Clinic Building) shall have been duly authorized, executed and
delivered by PHC-Elko, Inc., shall have been recorded, registered and filed in a
manner reasonably acceptable to the Agent, shall be in full force and effect and
no Default shall exist thereunder, and the Agent shall have received a fully
executed copy thereof.

         (b)      A fixture filing with respect to the fixtures at Elko
Hospital, in form and substance reasonably satisfactory to the Agent, shall have
been filed.

         (c)      The Agent, for the benefit of the Lenders, shall have received
a policy of title insurance or a title insurance binder in form and substance
reasonably satisfactory to the Agent, from a title insurance company duly
licensed to do business in Nevada, selected by the Borrower and reasonably
acceptable to the Agent, in an amount reasonably satisfactory to the Agent but
not to exceed the fair market value of the Realty, with respect to each tract of
Realty being encumbered by the lien of the Mortgage for Elko Hospital, all
premiums thereon shall have been paid, and such policy shall insure that the
Mortgage for Elko Hospital constitutes a valid, enforceable, first priority lien
on the Realty subject thereto, free and clear from all title defects and
encumbrances whatsoever except for and subject to Permitted Liens, and only with
exceptions for rights of physicians or other healthcare providers as tenants
under written leases of office space in the ordinary course of business, but
specifically excluding ground leases with terms of ten years or more, and such
other exceptions as are reasonably acceptable to the Agent, and shall include
future advance and revolving credit endorsements, a variable rate endorsement
and such other endorsements as the Agent may reasonably request, to the extent
available in Nevada. Such title insurance policy (or binder, as the case may be)
with respect to the Realty for Elko Hospital may not contain general survey
exceptions except with the Agent's prior written consent.

         (d)      The Agent shall have received a metes-and-bounds survey of
each tract or parcel of the Realty of Elko Hospital being encumbered by the lien
of the Mortgage with respect thereto, in form and substance reasonably
satisfactory to the Agent.

         (e)      A favorable opinion of James, Driggs, Welch, Santoro &
Thompson, Nevada counsel to the Borrower and the Guarantors, with respect to the
Security Documents to be executed by PHC-Elko, Inc. in connection with this
Amendment, addressed to the Agent, for the benefit of the Lenders, the Issuing
Lender and each Lender, and in form and substance satisfactory to the Agent,
shall have been delivered to the Agent.

         (f)      With respect to the Realty located at the Texas Hospitals
subject to Mortgages that are being amended as described in SECTION 3.7, (i) the
Agent shall have received

                                       13



endorsements to the existing title insurance policies (or binders, as the case
may be) with respect thereto, insuring that such Mortgages (as amended by the
amendments described in SECTION 3.7) constitute valid enforceable, first
priority liens on the Realty subject thereto, free and clear from all title
defects and encumbrances whatsoever except from and subject to Permitted Liens
and only with exceptions for rights of physicians or other healthcare providers
as tenants under written leases of office space in the ordinary course of
business, but specifically excluding ground leases with terms of ten years or
more, and such other exceptions as are acceptable to the Agent and (ii) all
premiums thereon shall have been paid.

         4.2      Waiver of Event of Default. The Lenders hereby agree to waive
any Default or Event of Default arising from noncompliance by the Borrower with
Section 6.4 of the Credit Agreement with respect to the State Tax Liens;
provided, that the Borrower shall cause the State Tax Liens to be terminated on
or before August 31, 2003.

         4.3      Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Loan Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement or of any other
Loan Document except as expressly set forth herein. Except as expressly amended
hereby, the Credit Agreement shall remain in full force and effect in accordance
with its terms.

         4.4      Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of North
Carolina (without regard to the conflicts of law provisions thereof).

         4.5      Expenses. The Borrower agrees to pay upon demand all
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and expenses of counsel to the Agent) in
connection with the preparation, negotiation, execution and delivery of this
Amendment.

         4.6      Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.

         4.7      Successors and Assigns. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.

         4.8      Construction. The headings of the various sections and
subsections of this Amendment have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof.

         4.9      Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so

                                       14



executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. This Amendment shall become effective
upon the execution and delivery of a counterpart hereof by the Borrower, the
Agent and the Lenders and the satisfaction of the conditions set forth in
ARTICLE III hereof.

                                       15



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.

                                            PROVINCE HEALTHCARE COMPANY

                                            By: /s/ Christopher T. Hannon
                                                --------------------------------
                                                Name: Christopher T. Hannon
                                                Title: Vice President/Treasurer

                                            WACHOVIA BANK, NATIONAL
                                            ASSOCIATION, as Agent and as Lender

                                            By: /s/ Scott Santa Cruz
                                                --------------------------------
                                                Name: Scott Santa Cruz
                                                Title: Director

                                       1



                                            BANK OF AMERICA, N.A., AS A LENDER

                                            By: /s/ Elizabeth L. Knox
                                                --------------------------------
                                                Name: Elizabeth L. Knox
                                                Title: Senior Vice President

                                       2



                                            MERRILL LYNCH CAPITAL
                                            CORPORATION, AS A LENDER

                                            By: /s/ Michael E. O'Brien
                                                --------------------------------
                                                Name: Michael E. O'Brien
                                                Title: Vice President

                                       3



                                            NATIONAL CITY BANK OF KENTUCKY, AS
                                            A LENDER

                                            By: /s/ Deroy Scott
                                                --------------------------------
                                                Name: Deroy Scott
                                                Title: Senior Vice President

                                       4



                                            U.S. BANK NATIONAL ASSOCIATION
                                            (F/K/A/ FIRSTAR BANK, NATIONAL
                                            ASSOCIATION), AS A LENDER

                                            By: /s/ S. W. Choppin
                                                --------------------------------
                                                Name: S. W. Choppin
                                                Title: Senior Vice President

                                       5



                                            BNP PARIBAS, AS A LENDER

                                            By: /s/ Brock Harris
                                                --------------------------------
                                                Name: Brock Harris
                                                Title: Director

                                            By: /s/ Jeffrey Casucci
                                                --------------------------------
                                                Name: Jeffrey Casucci
                                                Title: Vice President

                                       6



                                            SUNTRUST BANK, AS A LENDER

                                            By: /s/ W. Brooks Hubbard
                                                --------------------------------
                                                Name: W. Brooks Hubbard
                                                Title: Director

                                       7



                                            GENERAL ELECTRIC CAPITAL
                                            CORPORATION, AS A LENDER

                                            By: /s/ Brian P. Schwinn
                                                --------------------------------
                                                Name: Brian P. Schwinn
                                                Title: Duly Authorized Signatory

                                       8



                                            AMSOUTH BANK, AS A LENDER

                                            By: /s/ Allison H. Jones
                                                --------------------------------
                                                Name: Allison H. Jones
                                                Title: Vice President

                                       9



                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            AS A LENDER

                                            By: /s/ Kristen L. Schmitt
                                                --------------------------------
                                                Name: Kristen L. Schmitt
                                                Title: Officer

                                       10



                                            CREDIT LYONNAIS NEW YORK BRANCH,
                                            AS A LENDER

                                            By: /s/ Charles Heidsieck
                                                --------------------------------
                                                Name: Charles Heidsieck
                                                Title: Senior Vice President

                                       11



                                                                      Schedule A

                          Revolving Credit Commitments



                                                                                 Revolving Credit
             Lender                                                                 Commitment
             ------                                                                 ----------
                                                                              
Wachovia Bank, National Association                                               $ 38,338,858
Bank of America, N.A.                                                               35,000,000
Merrill Lynch Capital Corporation                                                   15,000,000
National City Bank of Kentucky                                                      21,250,000
U.S. Bank National Association (f/k/a Firstar Bank, National Association)           26,250,000
BNP Paribas                                                                         17,827,221
SunTrust Bank                                                                       26,250,000
General Electric Capital Corporation                                                15,000,000
AmSouth Bank                                                                        12,583,921
LaSalle Bank National Association                                                   15,000,000
Credit Lyonnais New York Branch                                                     27,500,000

EX-31.1

                                                                    Exhibit 31.1

                           PROVINCE HEALTHCARE COMPANY

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin S. Rash, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of the
registrant, Province Healthcare Company;

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

                  a)       designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this quarterly report is being prepared;

                  b)       evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this quarterly
         report our conclusions about the effectiveness of the disclosure
         controls and procedures, as of the end of the period covered by this
         quarterly report based on such evaluation; and

                  c)       disclosed in this quarterly report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that has
         materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

         5.       The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing equivalent functions):

                  a)       all significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  b)       any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date: August 8, 2003
                                               /s/ Martin S. Rash
                                               -----------------------
                                               Martin S. Rash
                                               Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2

                           PROVINCE HEALTHCARE COMPANY

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher T. Hannon, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of the
registrant, Province Healthcare Company;

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:

                  a)       designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this quarterly report is being prepared;

                  b)       evaluated the effectiveness of the registrant's
         disclosure controls and procedures and presented in this quarterly
         report our conclusions about the effectiveness of the disclosure
         controls and procedures, as of the end of the period covered by this
         quarterly report based on such evaluation; and

                  c)       disclosed in this quarterly report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that has
         materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

         5.       The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing equivalent functions):

                  a)       all significant deficiencies and material weaknesses
         in the design or operation of internal control over financial reporting
         which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  b)       any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

Date: August 8, 2003

                                               /s/ Christopher T. Hannon
                                               ---------------------------
                                               Christopher T. Hannon
                                               Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1

                           PROVINCE HEALTHCARE COMPANY

                           CERTIFICATIONS PURSUANT TO
                             18 U.S.C. Section 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Report of Province Healthcare Company (the
"Company") on Form 10-Q for the quarter ended June 30, 2003, as filed with the
Securities and Exchange Commission (the "SEC") on the date hereof (the
"Report"), Martin S. Rash, Chief Executive Officer of the Company, and
Christopher T. Hannon, Chief Financial Officer of the Company, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
Section 1350, Chapter 63 of Title 18, United States Code) that:

         (1)      The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and

         (2)      Information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Date: August 8, 2003

                                               /s/ Martin S. Rash
                                               ---------------------------------
                                               Martin S. Rash
                                               Chief Executive Officer

                                               /s/ Christopher T. Hannon
                                               ---------------------------------
                                               Christopher T. Hannon
                                               Chief Financial Officer

         The foregoing certification is being furnished to the SEC pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, and shall not be deemed "filed" as part of the Report for purposes
of Section 18 of the Exchange Act, or otherwise subject to liability under that
section. Such certification shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Exchange Act. A signed
original of this written statement required by Section 906 has been provided to
Province Healthcare Company and will be retained by Province Healthcare Company
and furnished to the SEC or its staff upon request.