{"id":41067,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-healthsouth-corp-and-national-city-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-healthsouth-corp-and-national-city-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-healthsouth-corp-and-national-city-bank.html","title":{"rendered":"Indenture – HealthSouth Corp. and National City Bank"},"content":{"rendered":"
\n================================================================================\n\n                            HEALTHSOUTH CORPORATION,\n                                   as Issuer,\n\n\n                                       and\n\n\n                               NATIONAL CITY BANK,\n                                   as Trustee\n\n\n                                    INDENTURE\n\n\n                         Dated as of September 28, 2001\n\n\n                       7 3\/8% Senior Notes due 2006, Series A\n                       7 3\/8% Senior Notes due 2006, Series B\n\n\n                       8 3\/8% Senior Notes due 2011, Series A\n                       8 3\/8% Senior Notes due 2011, Series B\n\n\n\n================================================================================\n\n\n\n                              CROSS-REFERENCE TABLE\n\n\nTIA                                                            Indenture\nSection                                                         Section\n-------                                                        --------\n310(a)(1)                                                      7.10\n(a)(2)                                                         7.10\n(a)(3)                                                         N.A.\n(a)(4)                                                         N.A\n(a)(5)                                                         7.10\n(b)                                                            7.08; 7.10; 10.02\n(c)                                                            N.A.\n311(a)                                                         7.11\n(b)                                                            7.11\n(c)                                                            N.A.\n312(a)                                                         2.05\n(b)                                                            10.03\n(c)                                                            10.03\n313(a)                                                         7.06\n(b)(1)                                                         7.06\n(b)(2)                                                         7.06\n(c)                                                            7.06; 10.02\n(d)                                                            7.06\n314(a)                                                         4.02; 4.08; 10.02\n(b)                                                            N.A.\n(c)(1)                                                         10.04; 10.05\n(c)(2)                                                         10.04; 10.05\n(c)(3)                                                         N.A.\n(d)                                                            N.A.\n(e)                                                            10.05\n(f)                                                            N.A.\n315(a)                                                         7.01; 7.02\n(b)                                                            7.05; 10.02\n(c)                                                            7.01\n(d)                                                            6.05; 7.01; 7.02\n(e)                                                            6.11\n316(a) (last sentence)                                         2.08\n(a)(1)(A)                                                      6.05\n(a)(1)(B)                                                      6.04\n(a)(2)                                                         8.02\n(b)                                                            6.07\n\n                            N.A. means Not Applicable\n\n\nTIA                                                             Indenture\nSection                                                          Section\n-------                                                         --------\n(c)                                                             8.04\n317(a)(1)                                                       6.08\n(a)(2)                                                          6.09\n(b)                                                             2.04\n318(a)                                                          10.01\n--------------------\n\nNOTE:  This Cross-Reference  Table shall not, for any purpose, be deemed to be a\n       part of this Indenture.\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n<\/pre>\n\n
\n                                                                                                              Page
\n                                                                                                              —-
\n                                                               ARTICLE 1<\/p>\n
                                                                                                             
\nDEFINITIONS…………………………………………………………………………………………1
\n———–                                                                                                        <\/p>\n
Section 1.01      Definitions…………………………………………………………………………1
\n                  ———–
\nSection 1.02      Other Definitions…………………………………………………………………..16
\n                  —————–
\nSection 1.03      Incorporation by Reference of Trust Indenture Act………………………………………17
\n                  ————————————————-
\nSection 1.04      Rules of Construction……………………………………………………………….17
\n                  ———————<\/p>\n
                                                               ARTICLE 2<\/p>\n
THE NOTES…………………………………………………………………………………………..17
\n———                                                                                                          <\/p>\n
Section 2.01      Dating; Incorporation of Form in Indenture; Form of Notes……………………………….17
\n                  ———————————————————
\nSection 2.02      Execution and Authentication; Appointment of Authenticating Agent………………………..18
\n                  —————————————————————–
\nSection 2.03      Registrar and Paying Agent…………………………………………………………..19
\n                  ————————–
\nSection 2.04      Paying Agent To Hold Money in Trust…………………………………………………..19
\n                  ———————————–
\nSection 2.05      Holder Lists……………………………………………………………………….19
\n                  ————
\nSection 2.06      Replacement Notes…………………………………………………………………..20
\n                  —————–
\nSection 2.07      Outstanding Notes…………………………………………………………………..20
\n                  —————–
\nSection 2.08      Treasury Notes……………………………………………………………………..20
\n                  ————–
\nSection 2.09      Temporary Notes…………………………………………………………………….21
\n                  —————
\nSection 2.10      Cancellation……………………………………………………………………….21
\n                  ————
\nSection 2.11      Defaulted Interest………………………………………………………………….21
\n                  ——————
\nSection 2.12      Deposit of Moneys; Payments………………………………………………………….21
\n                  —————————
\nSection 2.13      “CUSIP” Number……………………………………………………………………..22
\n                  ————–
\nSection 2.14      Depositary…………………………………………………………………………22
\n                  ———-
\nSection 2.15      Registration of Transfers and Exchanges……………………………………………….23
\n                  —————————————
\nSection 2.16      Restrictive Legends…………………………………………………………………30
\n                  ——————-<\/p>\n
                                                               ARTICLE 3<\/p>\n
REDEMPTION………………………………………………………………………………………….31
\n———-                                                                                                         <\/p>\n
Section 3.01      Notices to Trustee………………………………………………………………….31
\n                  ——————
\nSection 3.02      Selection of Notes To Be Redeemed…………………………………………………….31
\n                  ———————————
\nSection 3.03      Notice of Redemption………………………………………………………………..32
\n                  ——————–
\nSection 3.04      Effect of Notice of Redemption……………………………………………………….33
\n                  ——————————
\nSection 3.05      Deposit of Redemption Price………………………………………………………….33
\n                  —————————
\nSection 3.06      Notes Redeemed in Part………………………………………………………………34
\n                  ———————-
\n<\/c><\/s><\/caption>\n<\/table>\n
                                        i<\/p>\n\n
\n                                                               ARTICLE 4
\n                                                                                                             
\nCOVENANTS………………………………………………………………………………………….34
\n———                                                                                                          <\/p>\n
Section 4.01      Payment of Notes……………………………………………………………………34
\n                  —————-
\nSection 4.02      Reports……………………………………………………………………………34
\n                  ——-
\nSection 4.03      Waiver of Stay, Extension or Usury Laws……………………………………………….34
\n                  —————————————
\nSection 4.04      Compliance Certificate; Notice of Default; Tax Information………………………………35
\n                  ———————————————————-
\nSection 4.05      Payment of Taxes and Other Claims…………………………………………………….35
\n                  ———————————
\nSection 4.06      Corporate Existence…………………………………………………………………35
\n                  ——————-
\nSection 4.07      Maintenance of Office or Agency………………………………………………………36
\n                  ——————————-
\nSection 4.08      Compliance with Laws………………………………………………………………..36
\n                  ——————–
\nSection 4.09      Maintenance of Properties and Insurance……………………………………………….36
\n                  —————————————
\nSection 4.10      Limitation on Restricted Payments…………………………………………………….37
\n                  ———————————
\nSection 4.11      Limitation on Additional Indebtedness and Subsidiary Preferred Stock……………………..37
\n                  ——————————————————————–
\nSection 4.12      Limitation on Asset Sales……………………………………………………………39
\n                  ————————-
\nSection 4.13      Limitation on Transactions with Affiliates…………………………………………….42
\n                  ——————————————
\nSection 4.14      Limitation on Liens Prior to the Fall-Away Event……………………………………….42
\n                  ————————————————
\nSection 4.15      Purchase of Notes upon a Change of Control…………………………………………….43
\n                  ——————————————
\nSection 4.16      Limitation on Restrictions on Distributions from Subsidiaries……………………………44
\n                  ————————————————————-
\nSection 4.17      Limitations on Layering Indebtedness………………………………………………….45
\n                  ————————————
\nSection 4.18      Limitations on Liens After the Fall-Away Event…………………………………………45
\n                  ———————————————-
\nSection 4.19      Limitation on Sale and Leaseback Transactions………………………………………….46
\n                  ———————————————<\/p>\n
                                                               ARTICLE 5<\/p>\n
SURVIVING ENTITY……………………………………………………………………………………46
\n—————-                                                                                                   <\/p>\n
Section 5.01      Limitations on Mergers and Consolidations Prior to the Fall-Away Event……………………46
\n                  ———————————————————————-
\nSection 5.02      Limitations on Mergers and Consolidations After the Fall-Away Event………………………47
\n                  ——————————————————————-
\nSection 5.03      Successor Substituted……………………………………………………………….47
\n                  ———————<\/p>\n
                                                               ARTICLE 6<\/p>\n
DEFAULTS AND REMEDIES……………………………………………………………………………….47
\n———————                                                                                              <\/p>\n
Section 6.01      Events of Default…………………………………………………………………..47
\n                  —————–
\nSection 6.02      Acceleration……………………………………………………………………….49
\n                  ————
\nSection 6.03      Other Remedies……………………………………………………………………..50
\n                  ————–
\nSection 6.04      Waiver of Existing Defaults and Events of Default………………………………………50
\n                  ————————————————-
\nSection 6.05      Control by Majority…………………………………………………………………50
\n                  ——————-
\nSection 6.06      Limitation on Suits…………………………………………………………………51
\n                  ——————-
\nSection 6.07      Rights of Holders To Receive Payment………………………………………………….51
\n                  ————————————
\nSection 6.08      Collection Suit by Trustee…………………………………………………………..51
\n                  ————————–
\nSection 6.09      Trustee May File Proofs of Claim……………………………………………………..52
\n                  ——————————–
\nSection 6.10      Priorities…………………………………………………………………………52
\n                  ———-
\n<\/c><\/s><\/caption>\n<\/table>\n
                                       ii<\/p>\n\n
                                                                                                             
\nSection 6.11      Undertaking for Costs……………………………………………………………….52
\n                  ———————<\/p>\n
                                                               ARTICLE 7<\/p>\n
TRUSTEE……………………………………………………………………………………………53
\n——-                                                                                                            <\/p>\n
Section 7.01      Duties of Trustee…………………………………………………………………..53
\n                  —————–
\nSection 7.02      Rights of Trustee…………………………………………………………………..54
\n                  —————–
\nSection 7.03      Individual Rights of Trustee…………………………………………………………55
\n                  —————————-
\nSection 7.04      Trustee’s Disclaimer………………………………………………………………..55
\n                  ——————–
\nSection 7.05      Notice of Defaults………………………………………………………………….55
\n                  ——————
\nSection 7.06      Reports by Trustee to Holders………………………………………………………..56
\n                  —————————–
\nSection 7.07      Compensation and Indemnity…………………………………………………………..56
\n                  ————————–
\nSection 7.08      Replacement of Trustee………………………………………………………………57
\n                  ———————-
\nSection 7.09      Successor Trustee by Consolidation, Merger or Conversion………………………………..58
\n                  ——————————————————–
\nSection 7.10      Eligibility; Disqualification………………………………………………………..58
\n                  —————————–
\nSection 7.11      Preferential Collection of Claims Against Company………………………………………58
\n                  ————————————————-<\/p>\n
                                                               ARTICLE 8<\/p>\n
MODIFICATIONS, AMENDMENTS, SUPPLEMENTS AND WAIVERS……………………………………………………..58
\n————————————————–                                                                 <\/p>\n
Section 8.01      Without Consent of Holders…………………………………………………………..58
\n                  ————————–
\nSection 8.02      With Consent of Holders……………………………………………………………..59
\n                  ———————–
\nSection 8.03      Compliance with TIA…………………………………………………………………60
\n                  ——————-
\nSection 8.04      Revocation and Effect of Consents…………………………………………………….60
\n                  ———————————
\nSection 8.05      Notation on or Exchange of Notes……………………………………………………..61
\n                  ——————————–
\nSection 8.06      Trustee To Sign Amendments, etc………………………………………………………61
\n                  ——————————-<\/p>\n
                                                               ARTICLE 9<\/p>\n
DISCHARGE OF INDENTURE; DEFEASANCE……………………………………………………………………61
\n———————————-                                                                                 <\/p>\n
Section 9.01      Satisfaction and Discharge of Indenture……………………………………………….61
\n                  —————————————
\nSection 9.02      Legal Defeasance……………………………………………………………………62
\n                  —————-
\nSection 9.03      Covenant Defeasance…………………………………………………………………63
\n                  ——————-
\nSection 9.04      Conditions to Legal Defeasance or Covenant Defeasance…………………………………..63
\n                  —————————————————–
\nSection 9.05      Application of Trust Money…………………………………………………………..64
\n                  ————————–
\nSection 9.06      Repayment to the Company…………………………………………………………….65
\n                  ————————
\nSection 9.07      Reinstatement………………………………………………………………………65
\n                  ————-<\/p>\n
                                                              ARTICLE 10<\/p>\n
MISCELLANEOUS……………………………………………………………………………………….65
\n————-                                                                                                      <\/p>\n
Section 10.01     TIA Controls……………………………………………………………………….65
\n                  ————
\n<\/c><\/s><\/table>\n
                                       iii<\/p>\n
\n
\n
                                                                                                             
\nSection 10.02     Notices……………………………………………………………………………66
\n                  ——-
\nSection 10.03     Communications by Holders with Other Holders…………………………………………..66
\n                  ——————————————–
\nSection 10.04     Certificate and Opinion as to Conditions Precedent……………………………………..67
\n                  ————————————————–
\nSection 10.05     Statements Required in Certificate and Opinion…………………………………………67
\n                  ———————————————-
\nSection 10.06     Rules by Trustee and Agents………………………………………………………….67
\n                  —————————
\nSection 10.07     Business Days; Legal Holidays………………………………………………………..67
\n                  —————————–
\nSection 10.08     Governing Law………………………………………………………………………67
\n                  ————-
\nSection 10.09     Waiver of Trial by Jury……………………………………………………………..68
\n                  ———————–
\nSection 10.10     Submission to Jurisdiction…………………………………………………………..68
\n                  ————————–
\nSection 10.11     No Adverse Interpretation of Other Agreements………………………………………….68
\n                  ———————————————
\nSection 10.12     No Recourse Against Others…………………………………………………………..68
\n                  ————————–
\nSection 10.13     Successors…………………………………………………………………………68
\n                  ———-
\nSection 10.14     Multiple Counterparts……………………………………………………………….68
\n                  ———————
\nSection 10.15     Table of Contents, Headings, etc……………………………………………………..68
\n                  ——————————–
\nSection 10.16     Separability……………………………………………………………………….68
\n                  ————
\nSection 10.17     Translation………………………………………………………………………..68
\n                  ———–<\/p>\n
SIGNATURES…………………………………………………………………………………………S-1<\/p>\n
EXHIBITS<\/p>\n
Exhibit A         Form of Initial Notes
\nExhibit B         Form of Exchange Notes
\nExhibit C         Form of Rule 144A Transfer Certificate
\nExhibit D         Form of Regulation S Transfer Certificate
\nExhibit E         Form of Rule 144 Transfer Certificate
\nExhibit F         Form of Accredited Investor Transfer Certificate<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
                                       iv<\/p>\n
         INDENTURE, dated as of September 28, 2001, between HEALTHSOUTH
\nCORPORATION, a corporation incorporated in Delaware (the “Company”), as Issuer,
\nand National City Bank, a national banking association, as Trustee (the
\n“Trustee”).<\/p>\n
         The Company has duly authorized the creation of an issue of Series A
\n7 3\/8% Senior Notes due 2006, Series B 7 3\/8% Senior Notes due 2006, Series A
\n8 3\/8% Senior Notes due 2011 and Series B 8 3\/8% Senior Notes due 2011, and, to
\nprovide therefor, the Company has duly authorized the execution and delivery of
\nthis Indenture. All things necessary to make the Notes, when duly issued and
\nexecuted by the Company, and authenticated and delivered hereunder, the valid
\nobligations of the Company, and to make this Indenture a valid and binding
\nagreement of the Company, have been done.<\/p>\n
         Each party agrees as follows for the benefit of the other parties and
\nfor the equal and ratable benefit of the Holders:<\/p>\n
                                    ARTICLE 1<\/p>\n
                                  DEFINITIONS
\n                                  ———– <\/p>\n
         Section 1.01        Definitions.
\n                             ———– <\/p>\n
         “Acquired Indebtedness” means (i) with respect to any Person that
\nbecomes a Subsidiary of the Company after the Issue Date, Indebtedness of such
\nPerson and its Subsidiaries existing at the time such Person becomes a
\nSubsidiary of the Company and (ii) with respect to the Company or any of its
\nSubsidiaries, any Indebtedness assumed by the Company or any of its Subsidiaries
\nin connection with the acquisition of an asset from another Person.<\/p>\n
         “Additional Interest” has the meaning provided to such term in the
\nRegistration Rights Agreement.<\/p>\n
         “Affiliate” of any specified Person means any other Person directly or
\nindirectly controlling, controlled by or under direct or indirect common control
\nwith such specified Person. For the purposes of this definition, “control” when
\nused with respect to any specified Person means the power to direct the
\nmanagement and policies of such Person, directly or indirectly, whether through
\nthe ownership of voting securities, by contract or otherwise, and the terms
\n“controlling” and “controlled” have meanings correlative to the foregoing.<\/p>\n
         “Agent” means any Registrar, Paying Agent, co-Registrar, authenticating
\nagent or agent for service of notices and demands.<\/p>\n
         “Asset Sale” for any Person means the sale, lease, conveyance or other
\ndisposition (including, without limitation, by merger or consolidation, and
\nwhether by operation of law or otherwise) of any of that Person’s assets
\n(including, without limitation, the sale or other disposition of Capital Stock
\nof any Subsidiary of such Person, whether by such Person or by such Subsidiary),
\nwhether owned on the Issue Date or subsequently acquired, in one transaction<\/p>\n
or a series of related transactions, in which such Person and\/or its
\nSubsidiaries sell, lease, convey or otherwise dispose of: (i) all or
\nsubstantially all of the Capital Stock of any of such Person’s Subsidiaries;
\n(ii) assets which constitute all or substantially all of any division or line of
\nbusiness of such Person or any of its Subsidiaries; or (iii) any other assets of
\nsuch Person or any of its Subsidiaries, other than in the ordinary course of
\nbusiness, provided, that the Fair Market Value thereof shall be at least 1% of
\nConsolidated Tangible Assets at such time; provided, however, that the following
\nshall not constitute Asset Sales: (a) transactions between the Company and any
\nof its Wholly Owned Subsidiaries or among such Wholly Owned Subsidiaries; (b)
\nany transaction not prohibited by SECTION 4.10 hereof or that constitutes a
\nPermitted Investment; (c) any transfer of assets (including Capital Stock) that
\nis governed by and in accordance with Article 5 hereof or the creation of any
\nLien not prohibited by SECTION 4.14 hereof; or (d) sales of damaged, worn-out or
\nobsolete equipment or assets that, in the Company’s reasonable judgment, are no
\nlonger either used or useful in the business of the Company or its Subsidiaries.<\/p>\n
         “Attributable Indebtedness” when used with respect to any Sale and
\nLeaseback Transaction means, as at the time of determination, the present value
\n(discounted at a rate equivalent to the interest rate implicit in the lease,
\ncompounded on a semiannual basis) of the total obligations of the lessee for
\nrental payments, after excluding all amounts required to be paid on account of
\nmaintenance and repairs, insurance, taxes, utilities and other similar expenses
\npayable by the lessee pursuant to the terms of the lease, during the remaining
\nterm of the lease included in any such Sale and Leaseback Transaction or until
\nthe earliest date on which the lessee may terminate such lease without penalty
\nor upon payment of a penalty (in which case the rental payments shall include
\nsuch penalty); provided, that the Attributable Indebtedness with respect to a
\nSale and Leaseback Transaction shall be no less than the fair market value of
\nthe property subject to such Sale and Leaseback Transaction.<\/p>\n
         “Bank Debt” means all obligations of the Company and its Subsidiaries,
\nnow or hereafter existing under (i) the Credit Agreements, whether for
\nprincipal, interest, reimbursement of amounts drawn under letters of credit
\nissued pursuant thereto, guarantees in respect thereof, fees, expenses,
\npremiums, indemnities or otherwise, and (ii) any Indebtedness incurred by the
\nCompany to extend, refund, supplement, refinance or replace, in whole or in
\npart, such Bank Debt, including any interest and premium on any such
\nIndebtedness.<\/p>\n
         “Board of Directors” means, with respect to any Person, the board of
\ndirectors or similar governing body of such Person or any duly authorized
\ncommittee thereof.<\/p>\n
         “Board Resolution” means, with respect to any Person, a copy of a
\nresolution certified by the Secretary or an Assistant Secretary of such Person
\nto have been duly adopted by the Board of Directors of such Person and to be in
\nfull force and effect on the date of such certification and delivered to the
\nTrustee.<\/p>\n
         “Capital Stock” of any Person means any and all shares, rights to
\npurchase, warrants or options (whether or not currently exercisable),
\nparticipation or other equivalents of or interest in (however designated) the
\nequity (including without limitation common stock, preferred stock and
\npartnership, joint venture and limited liability company interests) of such
\nPerson (excluding any debt securities that are convertible into, or exchangeable
\nfor, such equity).<\/p>\n
                                       2<\/p>\n
         “Capitalized Lease Obligations” of any Person means the obligation of
\nsuch Person to pay rent or other amounts under a lease that is required to be
\ncapitalized for financial reporting purposes in accordance with GAAP, and the
\namount of such obligation shall be the capitalized amount thereof determined in
\naccordance with GAAP.<\/p>\n
         “Certificated Note” means a Note issued in certificated form to a
\nPerson other than the Depositary.<\/p>\n
         “Change of Control” means the occurrence at any time prior to the
\noccurrence of the Fall-Away Event of any of the following: (i) all or
\nsubstantially all of the Company’s assets are sold as an entirety to any Person
\nor related group of Persons; (ii) there shall be consummated any consolidation
\nor merger of the Company (A) in which the Company is not the continuing or
\nsurviving corporation (other than a consolidation or merger with a Wholly Owned
\nSubsidiary of the Company in which all shares of the Company’s Common Equity
\noutstanding immediately prior to the effectiveness thereof are changed into or
\nexchanged for the same consideration) or (B) pursuant to which the Company’s
\nCommon Equity would be converted into cash, securities or other property, in
\neach case other than a consolidation or merger of the Company in which the
\nholders of the Company’s Common Equity immediately prior to the consolidation or
\nmerger have, directly or indirectly, at least a majority of the total voting
\npower of all classes of Capital Stock entitled to vote generally in the election
\nof directors of the continuing or surviving corporation immediately after such
\nconsolidation or merger in substantially the same proportion as their ownership
\nof the Company’s Common Equity immediately before such transaction; (iii) any
\nPerson, or any Persons acting together which would constitute a “group” for
\npurposes of Section 13(d) of the Exchange Act, together with any affiliates
\nthereof, shall beneficially own (as defined in Rule 13d-3 under the Exchange
\nAct) at least 50% of the total voting power of all classes of Capital Stock of
\nthe Company entitled to vote generally in the election of directors of the
\nCompany; (iv) at any time during any consecutive two-year period, individuals
\nwho at the beginning of such period constituted the Board of Directors of the
\nCompany (together with any new directors whose election by such Board of
\nDirectors or whose nomination for election by the stockholders of the Company
\nwas approved by a vote of 66-2\/3% of the directors then still in office who were
\neither directors at the beginning of such period or whose election or nomination
\nfor election was previously so approved) cease for any reason to constitute a
\nmajority of the Board of Directors of the Company then in office; or (v) the
\nCompany is liquidated or dissolved or adopts a plan of liquidation or
\ndissolution.<\/p>\n
         “Commission” means the Securities and Exchange Commission, as from time
\nto time constituted, created under the Exchange Act, or if at any time after the
\nexecution of this Indenture such Commission is not existing and performing the
\nduties now assigned to it under the Trust Indenture Act, the body performing
\nsuch duties at the time.<\/p>\n
         “Common Equity” of any Person means all Capital Stock of such Person
\nthat is generally entitled to (i) vote in the election of directors of such
\nPerson or (ii) if such Person is not a corporation, vote or otherwise
\nparticipate in the selection of the governing body, partners, managers or others
\nthat will control the management and policies of such Person.<\/p>\n
         “Company” means the party named as such in the first paragraph of this
\nIndenture until a successor replaces such party pursuant to Article 5 hereof and
\nthereafter means such successor.<\/p>\n
                                       3<\/p>\n
         “Consolidated Amortization Expense” of any Person for any period means
\nthe amortization expense of such Person and its Subsidiaries for such period (to
\nthe extent included in the computation of Consolidated Net Income of such
\nPerson), determined on a consolidated basis in accordance with GAAP.<\/p>\n
         “Consolidated Depreciation Expense” of any Person means the
\ndepreciation expense of such Person and its Subsidiaries for such period (to the
\nextent included in the computation of Consolidated Net Income of such Person),
\ndetermined on a consolidated basis in accordance with GAAP.<\/p>\n
         “Consolidated EBITDA” of any Person means, with respect to any
\ndetermination date, Consolidated Net Income, plus (i) Consolidated Income Tax
\nExpense, plus (ii) Consolidated Depreciation Expense, plus (iii) Consolidated
\nAmortization Expense, plus (iv) Consolidated Interest Expense, plus (v) all
\nother unusual non-cash items or non-recurring non-cash items reducing
\nConsolidated Net Income of such Person and its Subsidiaries, determined on a
\nconsolidated basis in accordance with GAAP, and less all non-cash items
\nincreasing Consolidated Net Income of such Person and its Subsidiaries,
\ndetermined on a consolidated basis in accordance with GAAP, in each case, for
\nsuch Person’s prior four full fiscal quarters for which financial results have
\nbeen reported immediately preceding the determination date.<\/p>\n
         “Consolidated Income Tax Expense” means, for any Person for any period,
\nthe provision for taxes based on income and profits of such Person and its
\nSubsidiaries to the extent such provision for income taxes was deducted in
\ncomputing Consolidated Net Income of such Person for such period, determined on
\na consolidated basis in accordance with GAAP.<\/p>\n
         “Consolidated Interest Expense” of any Person for any period means,
\nwithout duplication, (i) the Interest Expense of such Person and its
\nSubsidiaries for such period, determined on a consolidated basis in accordance
\nwith GAAP, plus (ii) (to the extent not otherwise included within the definition
\nof Interest Expense as imputed interest) one-third of the rental expense on
\nAttributable Indebtedness of such Person for such period determined on a
\nconsolidated basis, plus (iii) the dividend requirements of such Person and its
\nSubsidiaries with respect to Disqualified Stock and with respect to all other
\nPreferred Stock of Subsidiaries of such Person (in each case whether in cash or
\notherwise (except dividends payable solely in shares of Capital Stock (other
\nthan Disqualified Stock) of such Person or such Subsidiary)) paid, accrued or
\naccumulated during such period times a fraction the numerator of which is one
\nand the denominator of which is one minus the then effective consolidated
\nFederal, state and local tax rate of such Person, expressed as a decimal.<\/p>\n
         “Consolidated Net Income” of any Person for any period means the net
\nincome (or loss) of such Person and its Subsidiaries for such period determined
\non a consolidated basis in accordance with GAAP; provided that there shall be
\nexcluded from such net income (to the extent otherwise included therein),
\nwithout duplication:<\/p>\n
                        (i) the net income (or loss) of any Person (other than a
\n         Subsidiary of the referent Person) in which any Person other than the
\n         referent Person has an ownership interest, except to the extent that
\n         any such income has actually been received by the<\/p>\n
                                       4<\/p>\n
         referent Person or any of its Wholly Owned Subsidiaries in the form of
\n         dividends or similar distributions during such period;<\/p>\n
                       (ii) except to the extent includable in the consolidated
\n         net income of the referent Person pursuant to the foregoing clause (i),
\n         the net income (or loss) of any Person that accrues prior to the date
\n         that (a) such Person becomes a Subsidiary of the referent Person or is
\n         merged into or consolidated with the referent Person or any of its
\n         Subsidiaries or (b) the assets of such Person are acquired by the
\n         referent Person or any of its Subsidiaries;<\/p>\n
                      (iii) the net income of any Subsidiary of the referent
\n         Person (other than a Wholly Owned Subsidiary) to the extent that the
\n         declaration or payment of dividends or similar distributions by such
\n         Subsidiary of that income is not permitted by operation of the terms of
\n         its charter or any agreement, instrument, judgment, decree, order,
\n         statute, rule or governmental regulation applicable to that Subsidiary
\n         during such period;<\/p>\n
                       (iv) any gain (or loss), together with any related
\n         provisions for taxes on any such gain, realized during such period by
\n         the referent Person or any of its Subsidiaries upon (a) the acquisition
\n         of any securities, or the extinguishment of any Indebtedness, of the
\n         referent Person or any of its Subsidiaries or (b) any Asset Sale by the
\n         referent Person or any of its Subsidiaries;<\/p>\n
                        (v) any extraordinary gain or extraordinary loss,
\n         together with any related provision for taxes or tax benefit resulting
\n         from any such extraordinary gain or extraordinary loss, realized by the
\n         referent Person or any of its Subsidiaries during such period; and<\/p>\n
                       (vi) in the case of a successor to such Person by
\n         consolidation, merger or transfer of its assets, any earnings of the
\n         successor prior to such merger, consolidation or transfer of assets.<\/p>\n
         “Consolidated Net Worth” of any Person as of any date means the
\nstockholders’ equity (including any preferred stock that is classified as equity
\nunder GAAP, other than Disqualified Stock) of such Person and its Subsidiaries
\n(excluding any equity adjustment for foreign currency translation for any period
\nsubsequent to the Issue Date) on a consolidated basis at such date, as
\ndetermined in accordance with GAAP, less all write-ups subsequent to the Issue
\nDate in the book value of any asset owned by such Person or any of its
\nSubsidiaries.<\/p>\n
         “Consolidated Tangible Assets” of any Person as of any date means the
\ntotal assets of such Person and its Subsidiaries (excluding any assets that
\nwould be classified as “intangible assets” under GAAP) on a consolidated basis
\nat such date, as determined in accordance with GAAP, less all write-ups
\nsubsequent to the Issue Date in the book value of any asset owned by such Person
\nor any of its Subsidiaries.<\/p>\n
         “Corporate Trust Office” means the office of the Trustee at which at
\nany particular time its corporate trust business shall be principally
\nadministered, which office at the date of execution of this Indenture is located
\nat National City Bank, c\/o Mellon Securities Trust Company, 120 Broadway, 13th
\nFloor, New York, New York 10271, or such other address as the <\/p>\n
                                       5<\/p>\n
Trustee may designate from time to time by notice to the Holders and the
\nCompany, or the principal corporate trust office of any successor Trustee (or
\nsuch other address as a successor Trustee may designate from time to time by
\nnotice to the Holders and the Company).<\/p>\n
         “Credit Agreements” mean (i) the Credit Agreement dated as of June 23,
\n1998 by and among the Company, as borrower, Bank of America, N.A. (as successor
\nto Nationsbank, National Association), as Administrative Agent and Arranger,
\nJ.P. Morgan Securities Inc., Deutsche Bank AG and Scotiabanc, Inc., as
\nSyndication Agents and Co-Arrangers, and the other lenders party thereto from
\ntime to time, together with the related documents thereto, including, without
\nlimitation, any security documents, if any, and all exhibits and schedules
\nthereto, and (ii) any other credit agreement entered into by the Company or any
\nof its Subsidiaries for money borrowed from or guaranteed to persons, firms or
\ncorporations which engage in the business of lending money, in order to provide
\nfunding for the acquisition and development of healthcare facilities or to
\nprovide for working capital needs and other corporate purposes, including, in
\nthe case of clause (i) or (ii) above, any agreement or agreements relating to
\nany extension, refunding, refinancing, successor or replacement facility,
\nwhether or not with the same lender, and whether or not the principal amount or
\namount of letters of credit outstanding thereunder or the interest rate payable
\nin respect thereof shall be thereby increased, in each case as amended and in
\neffect from time to time.<\/p>\n
         “Default” means any event, act or condition that is, or after notice or
\nthe passage of time or both would be, an Event of Default.<\/p>\n
         “Disqualified Stock” means any Capital Stock that, by its terms (or by
\nthe terms of any security into which it is convertible or for which it is
\nexchangeable), or upon the happening of any event, matures or is mandatorily
\nredeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
\nat the option of the holder thereof, in whole or in part, on or prior to the
\nStated Maturity date of the Notes.<\/p>\n
         “DTC” means The Depository Trust Company, a New York corporation.<\/p>\n
         “DTC Letter of Representations” shall mean the Letter of
\nRepresentations, dated the Issue Date, among the Company, DTC and the Trustee.<\/p>\n
         “EBITDA Coverage Ratio” with respect to any period means the ratio of
\n(i) Consolidated EBITDA of the Company to (ii) the aggregate amount of
\nConsolidated Interest Expense of the Company for such period; provided, however,
\nthat if any calculation of the Company’s EBITDA Coverage Ratio requires the use
\nof any quarter prior to the Issue Date, such calculation shall be made on a pro
\nforma basis, giving effect to the issuance of the Notes and the use of the net
\nproceeds therefrom as if the same had occurred at the beginning of the
\nfour-quarter period used to make such calculation; and provided further that if
\nany such calculation requires the use of any quarter prior to the date that any
\nAsset Sale was consummated, or that any Indebtedness was incurred, or that any
\nacquisition of a hospital or other healthcare facility or any assets purchased
\noutside the ordinary course of business was effected, by the Company or any of
\nits Subsidiaries, such calculation shall be made on a pro forma basis, giving
\neffect to each such Asset Sale, incurrence of Indebtedness or acquisition, as
\nthe case may be, and the use of any proceeds<\/p>\n
                                       6<\/p>\n
therefrom, as if the same had occurred at the beginning of the four-quarter
\nperiod used to make such calculation.<\/p>\n
         “Eligible Investments” of any Person means Investments of such Person
\nin:<\/p>\n
                        (i) direct obligations of, or obligations the payment of
\n         which is guaranteed by, the United States of America or an interest in
\n         any trust or fund that invests solely in such obligations or repurchase
\n         agreements, properly secured, with respect to such obligations;<\/p>\n
                       (ii) direct obligations of agencies or instrumentalities
\n         of the United States of America having a rating of A or higher by S&P
\n         or A2 or higher by Moody’s;<\/p>\n
                      (iii) a certificate of deposit issued by, or other
\n         interest-bearing deposits with, a bank having its principal place of
\n         business in the United States of America and having equity capital of
\n         not less than $250,000,000;<\/p>\n
                       (iv) a certificate of deposit issued by, or other
\n         interest-bearing deposits with, any other bank organized under the laws
\n         of the United States of America or any state thereof, provided that
\n         such deposit is either (a) insured by the Federal Deposit Insurance
\n         Corporation or (b) properly secured by such bank by pledging direct
\n         obligations of the United States of America having a market value of
\n         not less than the face amount of such deposits;<\/p>\n
                        (v) prime commercial paper maturing within 270 days of
\n         the acquisition thereof and, at the time of acquisition, having a
\n         rating of A-1 or higher by S&P, or P-1 or higher by Moody’s; or<\/p>\n
                       (vi) eligible banker’s acceptances, repurchase agreements
\n         and tax-exempt municipal bonds having a maturity of less than one year,
\n         in each case having a rating of, or evidencing the full recourse
\n         obligation of a person whose senior debt is rated, A or higher by S&P
\n         or A2 or higher by Moody’s.<\/p>\n
         “Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n
         “Exchange Notes” means the Series B 7 3\/8% Senior Notes due 2006 (the
\n“Exchange 2006 Notes”) and the Series B 8 3\/8% Senior Notes due 2011 (the
\n“Exchange 2011 Notes”) (the terms of which are identical to the Initial Notes
\nexcept that, unless any Exchange Notes shall be issued as Private Exchange Notes
\n(as defined in the Registration Rights Agreement), the Exchange Notes shall be
\nregistered under the Securities Act, and shall not contain the restrictive
\nlegend on the face of the form of the Initial Notes), to be issued in exchange
\nfor the Initial Notes pursuant to the registered Exchange Offer or a Private
\nExchange (as defined in the Registration Rights Agreement).<\/p>\n
         “Exchange Offer” means the registration by the Company under the
\nSecurities Act pursuant to a registration statement of the offer by the Company
\nto each Holder of the Initial Notes to exchange all the Initial Notes held by
\nsuch Holder for the Exchange Notes in an aggregate principal amount equal to the
\naggregate principal amount of the Initial Notes held by<\/p>\n
                                       7<\/p>\n
such Holder, all in accordance with the terms and conditions of the Registration
\nRights Agreement.<\/p>\n
         “Exempted Debt” means the sum of the following as of any date of
\ndetermination: (i) Indebtedness of the Company and its Subsidiaries incurred
\nafter the Issue Date and secured by Liens not otherwise permitted by SECTION
\n4.14 hereof or SECTION 4.18 hereof, as the case may be, and (ii) Attributable
\nIndebtedness of the Company and its Subsidiaries in respect of every Sale and
\nLeaseback Transaction entered into after the Issue Date.<\/p>\n
         “Existing Indebtedness” means all of the Indebtedness of the Company
\nand its Subsidiaries that is outstanding on the Issue Date.<\/p>\n
         “Fair Market Value” of any asset or items means the fair market value
\nof such asset or items as determined in good faith by the Board of Directors and
\nevidenced by a resolution of the Board of Directors.<\/p>\n
         “Fall-Away Event” means the Notes shall have been rated Investment
\nGrade and, if no Event of Default or Default shall have occurred and be
\ncontinuing at such time, the Company shall have delivered to the Trustee an
\nOfficers’ Certificate certifying as to the foregoing.<\/p>\n
         “GAAP” means generally accepted accounting principles set forth in the
\nopinions and pronouncements of the Accounting Principles Board of the American
\nInstitute of Certified Public Accountants and statements and pronouncements of
\nthe Financial Accounting Standards Board or in such other statements by such
\nother entity as may be approved by a significant segment of the accounting
\nprofession of the United States of America, as from time to time in effect.<\/p>\n
         “guarantee” means, as applied to any obligation, (a) a guarantee (other
\nthan by endorsement of negotiable instruments for collection in the ordinary
\ncourse of business), direct or indirect, in any manner, of any part or all of
\nsuch obligation and (b) an agreement, direct or indirect, contingent or
\notherwise, the practical effect of which is to assure in any way the payment or
\nperformance (or payment of damages in the event of non-performance) of all or
\nany part of such obligation, including, without limiting the foregoing, the
\npayment of amounts drawn down under letters of credit.<\/p>\n
         “Hedging Obligations” of any Person means the obligations of such
\nPerson pursuant to any interest rate swap agreement, foreign currency exchange
\nagreement, interest rate collar agreement, option or futures contract or other
\nsimilar agreement or arrangement relating to interest rates or foreign exchange
\nrates.<\/p>\n
         “Holder” means a Person in whose name a Note is registered on the
\nRegistrar’s books or records.<\/p>\n
         “Indebtedness” of any Person at any date means, without duplication:
\n(i) all indebtedness of such Person for borrowed money (whether or not the
\nrecourse of the lender is to the whole of the assets of such Person or only to a
\nportion thereof); (ii) all obligations of such Person evidenced by bonds,
\ndebentures, notes or other similar instruments; (iii) all obligations of such
\nPerson in respect of letters of credit or other similar instruments (or
\nreimbursement obligations with respect thereto); (iv) all obligations of such
\nPerson with respect to Hedging Obligations<\/p>\n
                                       8<\/p>\n
(other than those that fix the interest rate on variable rate indebtedness
\notherwise permitted by this Indenture or that protect the Company and\/or its
\nSubsidiaries against changes in foreign exchange rates); (v) all obligations of
\nsuch Person to pay the deferred and unpaid purchase price of property or
\nservices, except trade payables and accrued expenses incurred in the ordinary
\ncourse of business; (vi) all Capitalized Lease Obligations of such Person; (vii)
\nall Indebtedness of others secured by a Lien on any asset of such Person,
\nwhether or not such Indebtedness is assumed by such Person; (viii) all
\nIndebtedness of others guaranteed by such Person to the extent of such
\nguarantee; (ix) all Attributable Indebtedness; and (x) all Disqualified Stock of
\nsuch Person and its Subsidiaries and all other Preferred Stock of Subsidiaries
\nof such Person valued at the greater of (a) the voluntary or involuntary
\nliquidation preference of such Disqualified Stock or such Preferred Stock, as
\nthe case may be, and (b) the aggregate amount payable upon purchase, redemption,
\ndefeasance or payment of such Disqualified Stock or such Preferred Stock, as the
\ncase may be. The amount of Indebtedness of any Person at any date shall be the
\noutstanding balance at such date of all unconditional obligations plus past due
\ninterest as described above, the maximum liability of such Person for any such
\ncontingent obligations at such date and, in the case of clause (vii), the amount
\nof the Indebtedness secured.<\/p>\n
         “Indenture” means this Indenture as amended, restated or supplemented
\nfrom time to time.<\/p>\n
         “Initial Notes” means the Series A 7 3\/8% Senior Notes due 2006 (the
\n“Initial 2006 Notes”) and the Series A 8 3\/8% Senior Notes due 2011 (the
\n“Initial 2011 Notes”) of the Company issued on the Issue Date and authenticated
\nand delivered under this Indenture pursuant to SECTION 2.02 of this Indenture
\nand any other notes (other than Exchange Notes) issued after the Issue Date in
\naccordance with clause (iv) of the fourth paragraph of SECTION 2.02.<\/p>\n
         “Initial Purchasers” refers to UBS Warburg LLC, Deutsche Banc Alex.
\nBrown Inc., First Union Securities, Inc., J.P. Morgan Securities, Inc., Lehman
\nBrothers Inc., Scotia Capital (USA) Inc., Jefferies & Company, Inc., BNY Capital
\nMarkets, Inc., Fleet Securities, Inc. and NatCity Investments, Inc.<\/p>\n
         “Interest Expense” of any Person for any period means the aggregate
\namount of interest which, in accordance with GAAP, would be set opposite the
\ncaption “interest expense” or any like caption on an income statement for such
\nPerson (including, without limitation or duplication, imputed interest included
\nin Capitalized Lease Obligations, all commissions, discounts and other fees and
\ncharges owed with respect to letters of credit and bankers’ acceptance
\nfinancing, the net costs associated with Hedging Obligations, amortization of
\nfinancing fees and expenses, the interest portion of any deferred payment
\nobligation, amortization of discount and all other non-cash interest expense
\nother than interest amortized to cost of sales) plus the aggregate amount, if
\nany, by which such interest expense was reduced as a result of the amortization
\nof deferred debt restructuring credits for such period.<\/p>\n
         “Interest Payment Date” means the Stated Maturity of an installment of
\ninterest on the Notes as specified in the forms of Note attached hereto as
\nExhibits A and B.<\/p>\n
         “Investment Grade” means (i) a rating of BBB- or above, in the case of
\nS&P (or its equivalent under any successor Rating Categories of S&P), and Baa3
\nor above, in the case of<\/p>\n
                                       9<\/p>\n
Moody’s (or its equivalent under any successor Rating Categories of Moody’s), or
\n(ii) the equivalent in respect of the Rating Categories of any other Rating
\nAgencies; provided, however, that if such rating is BBB- in the case of S&P, or
\nBaa3 in the case of Moody’s (or the equivalent in respect of the Rating
\nCategories of any other Rating Agencies), then such rating also shall not be
\naccompanied by a negative outlook, negative credit watch or review for possible
\ndowngrade (or the equivalent thereof), as the case may be.<\/p>\n
         “Investments” of any Person means: (i) all investments by such Person
\nin any other Person in the form of loans, advances or capital contributions
\n(excluding commission, travel and similar advances to officers and employees
\nmade in the ordinary course of business); (ii) all guarantees of Indebtedness or
\nother obligations of any other Person by such Person; (iii) all purchases (or
\nother acquisitions for consideration) by such Person of Indebtedness, Capital
\nStock or other securities of any other Person; and (iv) all other items that
\nwould be classified as investments (including, without limitation, purchases of
\nassets outside the ordinary course of business) on a balance sheet of such
\nPerson prepared in accordance with GAAP.<\/p>\n
         “Issue Date” means September 28, 2001, the date the Initial Notes are
\ninitially issued.<\/p>\n
         “Joint Venture” means any Person at least a majority of whose revenues
\nresult from healthcare related businesses or facilities.<\/p>\n
         “Lien” means, with respect to any asset, any mortgage, lien, pledge,
\ncharge, security interest or other similar encumbrance of any kind in respect of
\nsuch asset, whether or not filed, recorded or otherwise perfected under
\napplicable law (including, without limitation, any conditional sale or other
\ntitle retention agreement, and any financing lease in the nature thereof, any
\nagreement to sell, and any filing of, or agreement to give, any financing
\nstatement (other than notice filings not perfecting a security interest) under
\nthe Uniform Commercial Code (or equivalent statutes) of any jurisdiction).<\/p>\n
         “Moody’s” means Moody’s Investors Service, Inc. and its successors.<\/p>\n
         “Net Proceeds” with respect to any Asset Sale means (i) cash (in U.S.
\ndollars or freely convertible into U.S. dollars) received by the Company or any
\nof its Subsidiaries from such Asset Sale (including, without limitation, cash
\nreceived as consideration for the assumption or incurrence of liabilities
\nincurred in connection with or in anticipation of such Asset Sale), after (a)
\nprovision for all income or other taxes measured by or resulting from such Asset
\nSale or the transfer of the proceeds of such Asset Sale to the Company or any of
\nits Subsidiaries, (b) payment of all commissions and other fees and expenses
\nrelated to such Asset Sale and (c) deduction of an appropriate amount to be
\nprovided by the Company or any of its Subsidiaries as a reserve, in accordance
\nwith GAAP, against any liabilities associated with the assets sold or otherwise
\ndisposed of in such Asset Sale and retained by the Company or any of its
\nSubsidiaries after such Asset Sale (including, without limitation, pension and
\nother post-employment benefit liabilities and liabilities related to
\nenvironmental matters) or against any indemnification obligations associated
\nwith the sale or other disposition of the assets sold or otherwise disposed of
\nin such Asset Sale and (ii) all non-cash consideration received by the Company
\nor any of its Subsidiaries from such Asset Sales upon the liquidation or
\nconversion of such consideration into cash.<\/p>\n
                                       10<\/p>\n
         “Notes” means the Initial 2006 Notes and the Exchange 2006 Notes,
\ntreated as a single class of securities, and the Initial 2011 Notes and the
\nExchange 2011 Notes, treated as a single class of securities, in each case as
\namended or supplemented from time to time in accordance with the terms hereof,
\nthat are issued pursuant to this Indenture.<\/p>\n
         “Officer” means, with respect to any Person, the Chairman of the Board,
\nthe Chief Executive Officer, the Chief Financial Officer, Chief Accounting
\nOfficer, Treasurer, President, any Vice President, secretary, assistant
\nsecretary, director or other authorized signatory of such Person.<\/p>\n
         “Officers’ Certificate” means a certificate signed by the Chairman of
\nthe Board, any Vice Chairman of the Board, the Chief Executive Officer, the
\nPresident or any Vice President and by the Treasurer, any Assistant Treasurer,
\nthe Secretary or any Assistant Secretary of the Company in their official (and
\nnot individual) capacities; provided, however, that every Officers’ Certificate
\nwith respect to the compliance with a condition precedent to the taking of any
\naction under this Indenture shall include (i) a statement that the officers
\nmaking or giving such Officers’ Certificate have read such condition and any
\ndefinitions or other provisions contained in this Indenture relating thereto and
\n(ii) a statement as to whether, in the opinion of the signers, such condition
\nhas been complied with.<\/p>\n
         “Opinion of Counsel” means a written opinion from legal counsel (such
\ncounsel may be an employee of or counsel to the Company or the Trustee) that
\ncomplies with the requirements of this Indenture.<\/p>\n
         “Permitted Investments” means: (i) capital contributions, advances or
\nloans to the Company by any Subsidiary or by the Company or any of its
\nSubsidiaries to a Subsidiary of the Company; (ii) the acquisition and holding by
\nthe Company and each of its Subsidiaries of receivables owing to the Company and
\nsuch Subsidiary, if created or acquired in the ordinary course of business and
\npayable or dischargeable in accordance with customary trade terms; (iii) the
\nacquisition and holding by the Company and its Subsidiaries of cash and Eligible
\nInvestments; (iv) Investments in any Person as a result of which such other
\nPerson becomes a Subsidiary of the Company or is merged into or consolidated
\nwith or transfers all or substantially all of its assets to the Company or any
\nof its Subsidiaries; and (v) the making of an Investment by the Company,
\ndirectly or through a Wholly Owned Subsidiary, in a Wholly Owned Subsidiary
\nformed solely for the purpose of insuring the healthcare business and facilities
\nowned or operated by the Company or a Subsidiary and any physician employed by
\nor on the staff of any such business or facility (the “Insurance Subsidiary”),
\nprovided that the amount invested in such Insurance Subsidiary does not exceed
\n$15,000,000.<\/p>\n
         “Permitted Liens” means: (i) Liens for taxes, assessments or
\ngovernmental charges or claims that either (a) are not yet delinquent or (b) are
\nbeing contested in good faith by appropriate proceedings; (ii) statutory Liens
\nof landlords and carriers’, warehousemen’s, mechanics’, suppliers’,
\nmaterialmen’s, repairmen’s or other like Liens arising in the ordinary course of
\nbusiness and with respect to amounts that either (a) are not yet delinquent or
\n(b) are being contested in good faith by appropriate proceedings and as to which
\nappropriate reserves or other provisions have been made in accordance with GAAP;
\n(iii) Liens (other than any Lien imposed by the Employee Retirement Income
\nSecurity Act of 1974, as amended) incurred or <\/p>\n
                                       11<\/p>\n
deposits due in the ordinary course of business in connection with workers’
\ncompensation, unemployment insurance and other types of social security; (iv)
\nLiens incurred or deposits made to secure the performance of tenders, bids,
\nleases, statutory obligations, surety and appeal bonds, progress payments,
\ngovernment contracts and other obligations of like nature (exclusive of
\nobligations for the payment of borrowed money), in each case, incurred in the
\nordinary course of business; (v) attachment or judgment Liens not giving rise to
\na Default or an Event of Default; (vi) easements, rights-of-way, restrictions
\nand other similar charges or encumbrances not interfering with the ordinary
\nconduct of the business of the Company or any of its Subsidiaries; (vii) leases
\nor subleases granted to others not interfering with the ordinary conduct of the
\nbusiness of the Company or any of its Subsidiaries; (viii) Liens with respect to
\nany Acquired Indebtedness; provided that such Liens only extend to assets that
\nwere subject to such Liens prior to the acquisition of such assets by the
\nCompany or its Subsidiaries and, with respect to Indebtedness other than
\nIndebtedness ranking pari passu with the Notes, not incurred in anticipation or
\ncontemplation of such acquisition; (ix) Liens securing Bank Debt or Refinancing
\nIndebtedness; provided, in the case of Refinancing Indebtedness, that such Liens
\nonly extend to the assets securing the Indebtedness being refinanced and such
\nrefinanced Indebtedness was previously secured by such assets; (x) purchase
\nmoney mortgages (including Capitalized Lease Obligations); (xi) Liens existing
\non the Issue Date; (xii) Liens on assets of any Subsidiary of the Company
\nsecuring Indebtedness of such Subsidiary; provided that such Indebtedness is
\npermitted to be incurred by the terms of this Indenture; (xiii) bankers’ liens
\nwith respect to the right of set-off arising in the ordinary course of business
\nagainst amounts maintained in bank accounts or certificates of deposit in the
\nname of the Company or any Subsidiary; (xiv) the interest of any issuer of a
\nletter of credit in any cash or Eligible Investment deposited with or for the
\nbenefit of such issuer as collateral for such letter of credit; provided that
\nthe Indebtedness so collateralized is permitted to be incurred by the terms of
\nthis Indenture; (xv) any Lien consisting of a right of first refusal or option
\nto purchase the Company’s ownership interest in any Subsidiary or to purchase
\nassets of the Company or any Subsidiary of the Company, which right of first
\nrefusal or option is entered into in the ordinary course of business; and (xvi)
\nthe Lien granted to the Trustee pursuant to the trust created pursuant to
\nARTICLE 9 hereof and any substantially equivalent Lien granted to the respective
\ntrustees under the indentures for other debt securities of the Company.<\/p>\n
         “Person” means any individual, corporation, partnership, joint venture,
\nincorporated or unincorporated association, joint-stock company, trust,
\nunincorporated organization or government or other agency or political
\nsubdivision thereof or other entity of any kind.<\/p>\n
         “Preferred Stock” means with respect to any Person all Capital Stock of
\nsuch Person which has a preference in liquidation or a preference with respect
\nto the payment of dividends or distributions of operating profit or cash.<\/p>\n
         “Qualified Institutional Buyer” or “QIB” shall have the meaning
\nspecified in Rule 144A.<\/p>\n
         “Rating Agencies” means (i) S&P and Moody’s or (ii) if S&P or Moody’s
\nor both of them are not making ratings of the Notes publicly available, a
\nnationally recognized U.S. rating agency or agencies, as the case may be,
\nselected by the Company, which will be substituted for S&P or Moody’s or both,
\nas the case may be.<\/p>\n
                                       12<\/p>\n
         “Rating Category” means (i) with respect to S&P, any of the following
\ncategories (any of which may include a “+” or “-“): AAA, AA, A, BBB, BB, B, CCC,
\nCC, C and D (or equivalent successor categories); (ii) with respect to Moody’s,
\nany of the following categories (any of which may include a “1”, “2” or “3”):
\nAaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories);
\nand (iii) the equivalent of any such categories of S&P or Moody’s used by
\nanother Rating Agency, if applicable.<\/p>\n
         “Record Date” for interest payable on any Interest Payment Date (except
\na date for payment of default interest) means the March 15 or September 15
\n(whether or not a Business Day), as the case may be, immediately preceding such
\nInterest Payment Date.<\/p>\n
         “Redemption Date” when used with respect to any Note to be redeemed
\nmeans the date fixed for such redemption pursuant to this Indenture.<\/p>\n
         “Redemption Price” when used with respect to any Note to be redeemed
\nmeans the price fixed for such redemption pursuant to this Indenture or such
\nNote.<\/p>\n
         “Refinancing Indebtedness” means Indebtedness incurred in exchange for,
\nor the net proceeds of which are applied to refund, refinance or extend, any
\nIndebtedness; provided that: (i) the Refinancing Indebtedness is the obligation
\nof the same Person (or if the Indebtedness being refinanced is an obligation of
\none or more Subsidiaries of the Company, such Refinancing Indebtedness may be
\nincurred by the Company or one or more Subsidiaries of the Company) and is
\nsubordinated to the Notes, if at all, to the same extent as the Indebtedness
\nbeing refunded, refinanced or extended; (ii) the Refinancing Indebtedness is
\nscheduled to mature no earlier than the Indebtedness being refunded, refinanced
\nor extended; (iii) the Refinancing Indebtedness has a Weighted Average Life to
\nMaturity at the time such Refinancing Indebtedness is incurred that is equal to
\nor greater than the Weighted Average Life to Maturity of the portion of the
\nIndebtedness being refunded, refinanced or extended; (iv) the Refinancing
\nIndebtedness is secured only to the extent, if at all, and by the assets that
\nthe Indebtedness being refunded, refinanced or extended is secured; and (v) such
\nRefinancing Indebtedness is in an aggregate principal amount that is equal to or
\nless than the aggregate principal amount then outstanding under the Indebtedness
\nbeing refunded, refinanced or extended (except for issuance costs and increases
\nin Attributable Indebtedness due solely to increases in the present value
\ncalculations resulting from renewals or extensions of the terms of the
\nunderlying leases in effect on the Issue Date).<\/p>\n
         “Registration Rights Agreement” means the Registration Rights Agreement
\ndated as of September 28, 2001 among the Company and the Initial Purchasers.<\/p>\n
         “Regulation S” means Regulation S promulgated under the Securities Act.<\/p>\n
         “Regulation S Distribution Compliance Period” means, with respect to
\nany Note, the period of forty (40) consecutive days beginning on and including
\nthe first day after the later of (i) the day on which such Note is first offered
\nto Persons other than distributors (as defined in Regulation S) in reliance on
\nRegulation S and (ii) the closing date of the offering of such Note.<\/p>\n
         “Restricted Payment” means with respect to any Person: (i) the
\ndeclaration of any dividend or the making of any other payment or distribution
\nof cash, securities or other property<\/p>\n
                                       13<\/p>\n
or assets in respect of such Person’s Capital Stock (except that a dividend
\npayable solely in Capital Stock (other than Disqualified Stock) of such Person
\nshall not constitute a Restricted Payment); (ii) any payment on account of the
\npurchase, redemption, retirement or other acquisition for value of such Person’s
\nor such Person’s Subsidiaries’ Capital Stock or any other payment or
\ndistribution made in respect thereof, either directly or indirectly; (iii) any
\npayment on account of the purchase, redemption, retirement, defeasance or other
\nacquisition for value, prior to any scheduled principal payment, sinking fund
\npayment or Stated Maturity, of Subordinated Indebtedness of the Company or its
\nSubsidiaries; (iv) the incurrence, creation or assumption of any guarantee of
\nIndebtedness of any Affiliate (other than a Subsidiary of the Company); or (v)
\nthe making of any Investment in any Person (other than Permitted Investments);
\nprovided, however, that with respect to the Company and its Subsidiaries,
\nRestricted Payments shall not include any payment described in clause (i), (ii)
\nor (iii) above made (1) to the Company or any of its Wholly Owned Subsidiaries
\nby any of the Company’s Subsidiaries or (2) by the Company to any of its Wholly
\nOwned Subsidiaries or (3) by any Subsidiary, provided that the Company or
\nanother Subsidiary receives its proportionate share thereof.<\/p>\n
         “Restricted Security” means any Note (or beneficial interest therein)
\nother than an Exchange Note (or beneficial interest therein), until such time
\nas: (i) such Note (or beneficial interest therein) has been transferred pursuant
\nto an effective registration statement under the Securities Act; (ii) such Note
\nis a 144A Global Note and two years have passed since the Issue Date; (iii) such
\nNote is a Regulation S Global Note and the Regulation S Distribution Compliance
\nPeriod has expired; or (iv) the Private Placement Legend therefor has otherwise
\nbeen removed pursuant to SECTION 2.15(C) hereof or, in the case of a beneficial
\ninterest in a Global Note, such beneficial interest has been exchanged for an
\ninterest in a Global Note not bearing a Private Placement Legend.<\/p>\n
         “Rule 144A” means Rule 144A promulgated under the Securities Act.<\/p>\n
         “S&P” means Standard & Poor’s Rating Services, a division of
\nMcGraw-Hill Companies, Inc., and its successors.<\/p>\n
         “Sale and Leaseback Transaction” means, with respect to any Person, an
\narrangement with any bank, insurance company or other lender or investor or to
\nwhich such lender or investor is a party, providing for the leasing by such
\nPerson or any of its Subsidiaries of any property or asset of such Person or any
\nof its Subsidiaries which has been or is being sold or transferred by such
\nPerson or such Subsidiary to such lender or investor or to any Person to whom
\nfunds have been or are to be advanced by such lender or investor on the security
\nof such property or asset.<\/p>\n
         “Secretary’s Certificate” means a certificate signed by the Secretary
\nor any Assistant Secretary of the Company in his or her official (and not
\nindividual) capacity.<\/p>\n
         “Securities Act” means the Securities Act of 1933, as amended.<\/p>\n
         “Significant Subsidiary” means a Subsidiary of the Company which at the
\ntime of determination either (i) had tangible assets which, as of the Company’s
\nmost<\/p>\n
                                       14<\/p>\n
recent quarterly consolidated balance sheet, constituted at least 5% of
\nConsolidated Tangible Assets as of such date, or (ii) had revenues for the
\n12-month period ending on the date of the Company’s most recent quarterly
\nconsolidated statement of income which constituted at least 5% of the Company’s
\ntotal consolidated revenues for such period.<\/p>\n
         “Stated Maturity” when used with respect to any security or any
\ninstallment of interest thereon, means that date specified in such security as
\nthe fixed date on which the principal of such security or such installment of
\ninterest is due and payable.<\/p>\n
         “Subordinated Indebtedness” of any Person means any Indebtedness of
\nsuch Person that is subordinated in right of payment to the Notes.<\/p>\n
         “Subsidiary” of any Person means (i) any corporation of which Common
\nEquity having ordinary voting power to elect a majority of the directors of such
\ncorporation is owned by such Person directly or through one or more other
\nSubsidiaries of such Person and (ii) any entity other than a corporation in
\nwhich such Person, directly or indirectly, owns at least 50% of the Common
\nEquity of such entity and has the authority to manage such entity on a
\nday-to-day basis.<\/p>\n
         “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939
\n(15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture
\n(except as provided in SECTION 8.03 hereof).<\/p>\n
         “Trust Officer” shall mean, when used with respect to the Trustee, any
\nofficer within the corporate trust department of the Trustee, including any vice
\npresident, assistant vice president, assistant treasurer, trust officer or any
\nother officer of the Trustee who customarily performs functions similar to those
\nperformed by the Persons who at the time shall be such officers, respectively,
\nor to whom any corporate trust matter is referred because of such Person’s
\nknowledge of and familiarity with the particular subject and who shall have
\ndirect responsibility for the administration of this Indenture.<\/p>\n
         “Trustee” means the party named as such in this Indenture until a
\nsuccessor replaces it pursuant to this Indenture and thereafter means the
\nsuccessor.<\/p>\n
         “U.S. Government Obligations” means (a) securities that are direct
\nobligations of the United States of America for the payment of which its full
\nfaith and credit are pledged or (b) obligations of a Person controlled or
\nsupervised by and acting as an agency or instrumentality of the United States of
\nAmerica, the payment of which is unconditionally guaranteed as a full faith and
\ncredit obligation by the United States of America, which, in either case, are
\nnot callable or redeemable at the option of the issuer thereof, and shall also
\ninclude a depository receipt issued by a bank (as defined in Section 3(a)(2) of
\nthe Securities Act) as custodian with respect to any such U.S. Government
\nObligation or a specific payment of principal of or interest on any such U.S.
\nGovernment Obligation held by such custodian for the account of the holder of
\nsuch depository receipt; provided that (except as required by law) such
\ncustodian is not authorized to make any deduction from the amount payable to the
\nholder of such depository receipt from any amount received by the custodian in
\nrespect of the U.S. Government Obligation or a specific payment of principal or
\ninterest on any such U.S. Government Obligation held by such custodian for the
\naccount of the holder of such depository receipt.<\/p>\n
         “Weighted Average Life to Maturity” means, when applied to any
\nIndebtedness or portion thereof at any date, the number of years obtained by
\ndividing (i) the then outstanding <\/p>\n
                                       15<\/p>\n
principal amount of such Indebtedness or portion thereof (if applicable) into
\n(ii) the sum of the products obtained by multiplying (a) the amount of each then
\nremaining installment, sinking fund, serial maturity or other required payment
\nof principal, including payment at final maturity, in respect thereof, by (b)
\nthe number of years (calculated to the nearest one-twelfth) that will elapse
\nbetween such date and the making of such payment.<\/p>\n
         “Wholly Owned Subsidiary” of any Person means (i) a Subsidiary of which
\n100% of the Common Equity (except for director’s qualifying shares or certain
\nminority interests owned by other Persons solely due to local law requirements
\nthat there be more than one stockholder, but which interest is not in excess of
\nwhat is required for such purpose) is owned directly by such Person or through
\none or more other Wholly Owned Subsidiaries of such Person and (ii) any entity
\nother than a corporation in which such Person, directly or indirectly, owns all
\nof the Common Equity of such entity.<\/p>\n
         Section 1.02 Other Definitions. The definitions of the following terms
\nmay be found in the sections indicated as follows:<\/p>\n\n
\n
                                   Term                                             Defined in Section
\n                                   —-                                             ——————
\n                                                                                        
\n“Accredited Investors”……………………………………………                  2.01
\n ——————–
\n“Affiliate Transaction”…………………………………………..                  4.13
\n ———————
\n“Agent Members”………………………………………………….                  2.14
\n ————-
\n“Applicable Procedures”…………………………………………..                  2.15
\n ———————
\n“Asset Sale Offer”……………………………………………….                  4.12
\n —————-
\n“Asset Sale Payment Amount”……………………………………….                  4.12
\n ————————-
\n“Asset Sale Purchase Price”……………………………………….                  4.12
\n ————————-
\n“Bankruptcy Law”…………………………………………………                  6.01
\n ————–
\n“Business Day”…………………………………………………..                  10.07
\n ————
\n“Change of Control Offer”…………………………………………                  4.15
\n ———————–
\n“Change of Control Payment Date”…………………………………..                  4.15
\n ——————————
\n“Change of Control Purchase Price”…………………………………                  4.15
\n ——————————–
\n“Clearstream”……………………………………………………                  2.01
\n ———–
\n“Covenant Defeasance”…………………………………………….                  9.03
\n ——————-
\n“Depositary”…………………………………………………….                  2.14
\n ———-
\n“Euroclear”……………………………………………………..                  2.01
\n ———
\n“Event of Default”……………………………………………….                  6.01
\n —————-
\n“Excess Proceeds”………………………………………………..                  4.12
\n —————
\n“Excess Proceeds Payment Date”…………………………………….                  4.12
\n —————————-
\n“Global Notes”…………………………………………………..                  2.01
\n ————
\n“Legal Defeasance”……………………………………………….                  9.02
\n —————-
\n“Legal Holiday”………………………………………………….                  10.07
\n ————-
\n“Make-Whole Premium”……………………………………………..           Exhibit A\/Exhibit B
\n ——————
\n“Net Proceeds Deficiency”…………………………………………                  4.12
\n ———————–
\n“Other Debt”…………………………………………………….                  4.12
\n ———-
\n“Paying Agent”…………………………………………………..                  2.03
\n ————
\n“Private Placement Legend”………………………………………..                  2.16
\n ————————
\n“Registrar”……………………………………………………..                  2.03
\n ———
\n<\/c><\/s><\/caption>\n<\/table>\n
                                       16<\/p>\n\n
\n
                                   Term                                             Defined in Section
\n                                   —-                                             ——————<\/p>\n
                                                                                        
\n“Regulation S Global Note”………………………………………..                  2.01
\n ————————
\n“Restricted Global Note”………………………………………….                  2.01
\n ———————-
\n“Successor”……………………………………………………..                  5.01
\n ———
\n<\/c><\/s><\/caption>\n<\/table>\n
         Section 1.03 Incorporation by Reference of Trust Indenture Act.
\nWhenever this Indenture refers to a provision of the TIA, the portion of such
\nprovision required to be incorporated herein in order for this Indenture to be
\nqualified under the TIA is incorporated by reference in and made a part of this
\nIndenture. Unless otherwise specified, terms used in this Indenture that are
\ndefined by the TIA, defined in the TIA by reference to another statute or
\ndefined by Commission rule have the meanings therein assigned to them.<\/p>\n
         Section 1.04 Rules of Construction. Unless the context otherwise
\nrequires:<\/p>\n
                 (1) a term has the meaning assigned to it herein, whether
\n         defined expressly or by reference;<\/p>\n
                 (2) an accounting term not otherwise defined has the meaning
\n         assigned to it in accordance with GAAP;<\/p>\n
                 (3) “or” is not exclusive;<\/p>\n
                 (4) words in the singular include the plural, and in the plural
\n         include the singular; and<\/p>\n
                 (5) words used herein implying any gender shall apply to every
\n         gender.<\/p>\n
                                    ARTICLE 2<\/p>\n
                                   THE NOTES
\n                                   ——— <\/p>\n
         Section 2.01 Dating; Incorporation of Form in Indenture; Form of Notes.
\n(a) Generally. The Initial Notes and the Trustee’s certificate of authentication
\nshall be substantially in the form of Exhibit A, and the Exchange Notes and the
\nTrustee’s certificate of authentication shall be substantially in the form of
\nExhibit B, each of which is incorporated in and made part of this Indenture with
\nsuch appropriate insertions, substitutions and other variations as are required
\nor permitted by this Indenture. The Notes may have notations, legends or
\nendorsements required by law, stock exchange rule or usage all in a form
\napproved by the Company. Each Note shall be dated the date of its
\nauthentication.<\/p>\n
                  (b) Notes Sold Pursuant to Rule 144A. The Notes offered and
\nsold in their initial distribution in reliance on Rule 144A to Qualified
\nInstitutional Buyers shall be issued in the form of a permanent global note (the
\n“Restricted Global Note”) (which may be represented by more than one
\ncertificate, if so required by the Depositary’s rules regarding the maximum
\nprincipal amount to be represented by a single certificate), duly executed by
\nthe Company and authenticated by the Trustee as hereinafter provided. Each
\nRestricted Global Note shall be <\/p>\n
                                       17<\/p>\n
registered in the name of the Depositary or its nominee and deposited with the
\nTrustee, at its Corporate Trust Office, as custodian for the Depositary on
\nbehalf of the purchasers of the Notes represented thereby.<\/p>\n
                  (c) Notes Sold Pursuant to Regulation S. The Notes offered and
\nsold in their initial distribution in reliance on Regulation S shall be issued
\nin the form of a permanent global note (the “Regulation S Global Note” and,
\ntogether with the Restricted Global Note, the “Global Notes”) (which may be
\nrepresented by more than one certificate, if so required by the Depositary’s
\nrules regarding the maximum principal amount to be represented by a single
\ncertificate), duly executed by the Company and authenticated by the Trustee as
\nhereinafter provided. Each Regulation S Global Note shall be registered in the
\nname of the Depositary or its nominee and deposited with the Trustee, at its
\nCorporate Trust Office, as custodian for the Depositary for credit to the
\nrespective accounts of The Euroclear System (“Euroclear”) and Clearstream
\nBanking, societe anonyme (“Clearstream”). Prior to the termination of the
\nRegulation S Distribution Compliance Period, beneficial interests in a
\nRegulation S Global Note may be held only through Euroclear and Clearstream.<\/p>\n
                  (d) Notes Sold to Institutional Accredited Investors. The
\nNotes offered and sold in their initial distribution in reliance on an exemption
\nfrom registration under the Securities Act (other than Rule 144A or Regulation
\nS) to institutional “accredited investors” (as defined in Rule 501(a)(1), (2),
\n(3) or (7) under the Securities Act (“Accredited Investors”)) shall be issued in
\ncertificated, fully registered form without coupons and only in denominations of
\n$250,000 and integral multiples of $1,000 in excess thereof, duly executed by
\nthe Company and authenticated by the Trustee as hereinafter provided.<\/p>\n
         Section 2.02 Execution and Authentication; Appointment of
\nAuthenticating Agent. The Notes shall be executed on behalf of the Company by
\none or more Officers of the Company. Such signature may be either manual or
\nfacsimile.<\/p>\n
         If an Officer whose signature is on a Note no longer holds that office
\nat the time the Trustee authenticates the Note, the Note shall be valid
\nnevertheless.<\/p>\n
         A Note shall not be valid until the Trustee manually signs the
\ncertificate of authentication on the Note. Such signature shall be conclusive
\nevidence that the Note has been authenticated under this Indenture.<\/p>\n
         The Trustee shall authenticate (i) Initial 2006 Notes for original
\nissue on the Issue Date in the aggregate principal amount not to exceed
\n$200,000,000, (ii) Initial 2011 Notes for original issue on the Issue Date in
\nthe aggregate principal amount not to exceed $400,000,000, (iii) pursuant to the
\nExchange Offer, Exchange Notes from time to time for issue only in exchange for
\na like principal amount of Initial 2006 Notes and Initial 2011 Notes and (iv)
\nany other Notes that have been executed by the Company in order to effect any
\ntransfer or exchange in accordance with the provisions of SECTION 2.15.<\/p>\n
         Except as provided in SECTION 2.01(D), the Notes shall be issuable only
\nin definitive, fully registered form without coupons and only in minimum
\ndenominations of $1,000 and integral multiples thereof.<\/p>\n
                                       18<\/p>\n
         The Trustee, with the approval of the Company, may appoint an
\nauthenticating agent to authenticate Notes. Any such appointment shall be
\nevidenced by an instrument signed by an authorized officer of the Trustee, a
\ncopy of which shall be furnished to the Company. An authenticating agent may
\nauthenticate Notes whenever the Trustee may do so. Each reference in this
\nIndenture to authentication by the Trustee includes authentication by such
\nagent, and shall comply with this Indenture. An authenticating agent has the
\nsame right as an Agent to deal with the Company or an Affiliate.<\/p>\n
         Section 2.03 Registrar and Paying Agent. The Company shall maintain an
\noffice or agency in the Borough of Manhattan, The City of New York where (a)
\nNotes may be presented or surrendered for registration of transfer or for
\nexchange (“Registrar”), (b) Notes may be presented or surrendered for payment
\n(“Paying Agent”) and (c) notices and demands in respect of Notes and this
\nIndenture may be served. The Registrar shall keep a register of the Notes and of
\ntheir transfer and exchange. The Registrar shall provide the Company a current
\ncopy of such register from time to time upon request of the Company. The Company
\nmay have one or more co-Registrars and one or more additional Paying Agents. The
\nCompany may change any Paying Agent, Registrar or co-Registrar without notice to
\nany Holder. The Company may not act as Paying Agent, but may act as Registrar or
\nco-Registrar.<\/p>\n
         The Company shall enter into an appropriate agency agreement with any
\nRegistrar or Paying Agent not a party to this Indenture, which shall incorporate
\nthe provisions of the TIA. The agreement shall implement the provisions of this
\nIndenture that relate to such Agent. The Company shall notify the Trustee in
\nwriting of the name and address of any such Agent. If the Company fails to
\nmaintain a Registrar or Paying Agent, or agent for service of notices and
\ndemands, or fails to give the foregoing notice, the Company shall notify the
\nTrustee and the Trustee shall to the extent that it is capable act as such for
\nso long as such failure continues.<\/p>\n
         The Company initially appoints the Trustee as Registrar and Paying
\nAgent in the Borough of Manhattan, The City of New York.<\/p>\n
         Section 2.04 Paying Agent To Hold Money in Trust. Before 10:00 A.M. New
\nYork City time on each payment date of the principal of and\/or interest on any
\nNotes, the Company shall deposit with the Paying Agent a sum sufficient to pay
\nsuch principal and interest so becoming due. The Company at any time may require
\na Paying Agent to pay all money held by it to the Trustee together with a
\ncomplete accounting of such sums, and the Trustee may at any time during the
\ncontinuance of any Event of Default under Section 6.01(a) or (b) hereof, upon
\nwritten request to a Paying Agent, require such Paying Agent to forthwith pay to
\nthe Trustee all sums so held in trust by such Paying Agent together with a
\ncomplete accounting of such sums. Upon doing so, the Paying Agent shall have no
\nfurther liability for the money. Funds deposited with the Paying Agent may be
\ninvested as agreed from time to time by the Company and the Paying Agent. All
\npayments made hereunder shall be in U.S. legal tender.<\/p>\n
         Section 2.05 Holder Lists. The Trustee shall preserve in as current a
\nform as is reasonably practicable the most recent list available to it of the
\nnames and addresses of Holders. If the Trustee is not the Registrar, the Company
\nshall furnish to the Trustee at least five Business Days before each Interest
\nPayment Date and the Stated Maturity and at such other times as the<\/p>\n
                                       19<\/p>\n
Trustee may reasonably request in writing, a list in such form and as of such
\ndate as the Trustee may require of the names and addresses of Holders.<\/p>\n
         Section 2.06 Replacement Notes. If a mutilated Note is surrendered to
\nthe Trustee or if the Holder of a Note claims that a Note has been lost,
\ndestroyed or wrongfully taken, the Company shall issue and the Trustee shall
\nauthenticate a replacement Note if the Trustee’s requirements for replacement
\nare met. An indemnity bond may be required by the Company or the Trustee that is
\nsufficient in the judgment of the Company and the Trustee to protect the
\nCompany, the Trustee or any Agent from any loss which any of them may suffer if
\na Note is replaced and evidence to their satisfaction of apparent loss,
\ndestruction or theft of such Note may be required by the Company, the Trustee or
\nany Agent. The Company and the Trustee may charge for their reasonable
\nout-of-pocket expenses (including reasonable attorneys’ fees and expenses and
\nany applicable taxes) in replacing a Note pursuant to this SECTION 2.06. In the
\nevent any such mutilated, lost, destroyed or wrongfully taken Note has become
\ndue and payable, the Company in its discretion may pay such Note instead of
\nissuing a new Note in replacement thereof. If after the delivery of such new
\nNote, a bona fide purchaser of the original Note in lieu of which such new Note
\nwas issued presents for payment such original Note, the Company and the Trustee
\nshall be entitled to recover such new Note from the person to whom it was
\ndelivered or any transferee thereof, except a bona fide purchaser, and shall be
\nentitled to recover upon the security or indemnity provided therefor to the
\nextent of any loss, damage, cost or expense incurred by the Company or the
\nTrustee in connection therewith.<\/p>\n
         Every replacement Note is an additional obligation of the Company.<\/p>\n
         Section 2.07 Outstanding Notes. Notes outstanding at any time are all
\nNotes authenticated by the Trustee except for those canceled by it, those
\ndelivered to it for cancellation and those described in this SECTION 2.07 as not
\noutstanding.<\/p>\n
         A Note replaced pursuant to SECTION 2.06 hereof (other than a mutilated
\nNote surrendered for replacement) ceases to be outstanding unless and until the
\nTrustee receives proof satisfactory to it that such replaced Note is held by a
\nprotected purchaser.<\/p>\n
         If a Paying Agent holds on a Redemption Date or at Stated Maturity U.S.
\nlegal tender sufficient to pay the principal of, premium, if any, and accrued
\ninterest on Notes (or portions thereof) payable on that date, then on and after
\nthat date, such Notes (or portions thereof) cease to be outstanding and interest
\non them ceases to accrue.<\/p>\n
         Section 2.08 Treasury Notes. In determining whether the Holders of the
\nrequired principal amount of Notes have concurred in any direction, waiver,
\nconsent or notice, Notes owned by the Company or any of its Affiliates shall be
\nconsidered as though they are not outstanding, except that for the purposes of
\ndetermining whether the Trustee shall be protected in relying on any such
\ndirection, waiver or consent, only Notes which a Trust Officer of the Trustee
\nactually knows are so owned shall be so considered. The Company shall notify the
\nTrustee, in writing, when it or any of its Affiliates repurchases or otherwise
\nacquires Notes and of the aggregate principal amount of such Notes so
\nrepurchased or otherwise acquired.<\/p>\n
                                       20<\/p>\n
         Section 2.09 Temporary Notes. Until definitive Notes are ready for
\ndelivery, the Company may prepare and the Trustee shall authenticate temporary
\nNotes. Temporary Notes shall be substantially in the form, and shall carry all
\nrights and restrictions, of definitive Notes but may have variations that the
\nCompany considers appropriate for temporary Notes. Without unreasonable delay,
\nthe Company shall prepare and the Trustee shall authenticate definitive Notes in
\nexchange for temporary Notes upon surrender of such temporary Notes at the
\noffice or agency maintained pursuant to SECTION 2.03 hereof.<\/p>\n
         Section 2.10 Cancellation. The Company at any time may deliver Notes to
\nthe Trustee for cancellation. The Registrar and the Paying Agent shall forward
\nto the Trustee any Notes surrendered to them for transfer, exchange or payment.
\nThe Trustee shall cancel all Notes surrendered for transfer, exchange, payment
\nor cancellation and, unless the Company instructs the Trustee in writing to
\ndeliver the Notes to the Company, shall dispose of such Notes in accordance with
\nits normal practice. Subject to SECTION 2.06 hereof, the Company may not issue
\nnew Notes to replace Notes in respect of which it has previously paid all
\nprincipal, premium, if any, and interest accrued thereon, or delivered to the
\nTrustee for cancellation. The Trustee shall provide the Company with a list of
\nall Notes that have been canceled from time to time as requested in writing by
\nthe Company. If the Company shall acquire any of the Notes, such acquisition
\nshall not operate as a redemption or satisfaction of the Indebtedness
\nrepresented by such Notes unless and until the same are surrendered to the
\nTrustee for cancellation pursuant to this SECTION 2.10.<\/p>\n
         Section 2.11 Defaulted Interest. If the Company defaults in a payment
\nof principal or interest on Notes of a particular maturity, it shall pay
\ninterest on overdue principal and on overdue installments of interest (without
\nregard to any applicable grace periods) from time to time on demand at the rate
\nper annum borne by the applicable Notes, to the extent lawful.<\/p>\n
         If the Company defaults in a payment of interest on Notes of a
\nparticular maturity, it shall pay the defaulted interest, plus (to the extent
\nlawful) any interest payable on the defaulted interest, to the Persons who are
\nHolders of such Notes on a subsequent special Record Date, which date shall be
\nthe fifteenth day next preceding the date fixed by the Company for the payment
\nof defaulted interest or the next succeeding Business Day if such date is not a
\nBusiness Day. At least 15 days before the subsequent special Record Date, the
\nCompany shall mail to each Holder, as of a recent date selected by the Company,
\nwith a copy to the Trustee, a notice that states the subsequent special Record
\nDate, the payment date and the amount of defaulted interest, and interest
\npayable on such defaulted interest, if any, to be paid.<\/p>\n
         Notwithstanding the foregoing, any interest which is paid prior to the
\nexpiration of the 30-day period set forth in SECTION 6.01(A) hereof shall be
\npaid to Holders as of the Record Date for the Interest Payment Date for which
\ninterest has not been paid.<\/p>\n
         Section 2.12 Deposit of Moneys; Payments. Prior to 10:00 A.M., New York
\nCity time, on the relevant Interest Payment Date, Stated Maturity, Redemption
\nDate, Change of Control Purchase Date and Excess Proceeds Payment Date, the
\nCompany shall have deposited with the Paying Agent in immediately available
\nfunds money sufficient to make all cash payments due on such Interest Payment
\nDate, Stated Maturity, Redemption Date, Change of Control Purchase Date and
\nExcess Proceeds Payment Date, as the case may be (or if any such<\/p>\n
                                       21<\/p>\n
date is not a Business Day, the first preceding Business Day). The principal and
\ninterest on Global Notes shall be payable to the Depositary or its nominee, as
\nthe case may be, as the sole registered owner and the sole holder of the Global
\nNotes represented thereby. The principal and interest on Certificated Notes, if
\nany, shall be payable at the office of the Paying Agents. The Paying Agents
\nshall pay the Company any excess cash remaining on deposit after all payments
\nhave been made with respect to a given Interest Payment Date, Stated Maturity,
\nRedemption Date, Change of Control Purchase Date or Excess Proceeds Payment
\nDate, as the case may be. All payments made hereunder shall be in U.S. legal
\ntender.<\/p>\n
         Section 2.13 “CUSIP” Number. The Company in issuing the Notes may use
\n“CUSIP” number(s) and the Trustee shall use the “CUSIP” numbers(s) in notices of
\nredemption or exchange as a convenience to Holders; provided that neither the
\nCompany nor the Trustee shall have any responsibility for any defect in the
\n“CUSIP” number that appears on any Note, check, advice or payment or redemption
\nnotice, and any such notice may state that no representation is made as to the
\ncorrectness or accuracy of the “CUSIP” number(s) printed in the notice or on the
\nNotes, and that reliance may be placed only on the other identification numbers
\nprinted on the Notes and any such redemption or exchange shall not be affected
\nby any defect in or omission of such number(s). The Company shall promptly
\nnotify the Trustee of any changes in “CUSIP” numbers.<\/p>\n
         Section 2.14 Depositary. (a) The Company hereby appoints DTC to act as
\ndepositary (in such capacity, together with its successors in such capacity, the
\n“Depositary”) with respect to the Global Notes. The Trustee shall act as
\ncustodian of the Global Notes for the Depositary. So long as the Depositary or
\nits nominee, Cede & Co., is the registered owner of the Global Notes, it shall
\nbe considered the Holder of the Notes represented thereby for all purposes
\nhereunder and under the Global Notes, and neither any members of, or
\nparticipants in, the Depositary (“Agent Members”) nor any other Persons on whose
\nbehalf Agent Members may act shall have any rights hereunder with respect to the
\nGlobal Notes or under the Global Notes. Notwithstanding the foregoing, nothing
\nherein shall prevent the Company, the Trustee or any agent of the Company or the
\nTrustee from giving effect to any written certification, proxy or other
\nauthorization furnished by the Depositary or its nominee, as the case may be, or
\nimpair, as between the Depositary, its Agent Members and any other Person on
\nwhose behalf an Agent Member may act, the operation of customary practices of
\nsuch Persons governing the exercise of the rights of a Holder of any Note.<\/p>\n
                  (b) The Company may remove or replace DTC or any successor as
\nDepositary for any reason upon thirty (30) days’ notice to DTC or such
\nsuccessor. The Holders shall have no right to a depositary for the Notes.<\/p>\n
                  (c) Notwithstanding any other provision of this Indenture or
\nthe Notes, so long as DTC or its nominee is the registered owner of the Notes:<\/p>\n
                        (i) the provisions of the DTC Letter of Representations
\n         shall control over the provisions of this Indenture with respect to the
\n         matters covered thereby;<\/p>\n
                                       22<\/p>\n
                       (ii) presentation of Notes to the Trustee at redemption
\n         or at maturity shall be deemed made to the Trustee when the right to
\n         exercise ownership rights in the Notes through DTC or Agent Members is
\n         transferred by DTC on its books; and<\/p>\n
                      (iii) DTC may present notices, approvals, waivers or other
\n         communications required or permitted to be made by Holders under this
\n         Indenture on a fractionalized basis on behalf of some or all of those
\n         Persons entitled to exercise ownership rights in the Notes through DTC
\n         or Agent Members.<\/p>\n
         Section 2.15 Registration of Transfers and Exchanges. (a) Transfer and
\nExchange Generally. (i) The Notes are transferable only upon the surrender
\nthereof for registration of transfer. When a Note is presented to the Registrar
\nwith a duly executed instrument of assignment and transfer substantially in the
\nform of assignment attached to Exhibit A or B, as applicable, the Registrar
\nshall register the transfer as requested if such transfer complies with the
\nprovisions hereof. Prior to the due presentation for registration of transfer of
\nany Note, the Person in whose name such Note is registered shall be treated as
\nthe absolute owner of such Note for the purpose of receiving payment of
\nprincipal of, premium (if any) and interest on such Note (whether or not such
\npayment is overdue) and for all other purposes whatsoever, notwithstanding any
\nnotice to the contrary. Registration of transfer of any Note by the Registrar
\nshall be deemed to be an acknowledgment of such transfer by the Company.<\/p>\n
                       (ii) When Notes are presented to the Registrar with a
\n         written request to exchange such Notes for Notes of any authorized
\n         denominations and of a like aggregate principal amount, the Registrar
\n         shall make the exchange as requested if such exchange complies with the
\n         provisions of this SECTION 2.15(A).<\/p>\n
                      (iii) Following any request for transfer or exchange of
\n         one or more Notes made in compliance with clauses (i) or (ii), as the
\n         case may be, of this SECTION 2.15(A), the Company shall execute, and
\n         the Trustee shall authenticate and deliver, one or more new Notes of
\n         the same maturity, of a like principal amount and in such authorized
\n         denominations as may be requested. Any exchange or transfer shall be
\n         without charge, except that the Company may require payment by the
\n         Holder of a sum sufficient to cover any tax or other governmental
\n         charge that may be imposed in relation to a transfer or exchange other
\n         than any exchange pursuant to SECTION 2.09, 3.06, 4.12, 4.15 or 8.05
\n         hereof.<\/p>\n
                       (iv) Transfers or exchanges of the Global Notes and
\n         beneficial interests therein shall be subject to the provisions of
\n         SECTION 2.15(B) and the rules of the Depositary. Transfers or exchanges
\n         of Certificated Notes shall be subject to the provisions of SECTION
\n         2.15(C).<\/p>\n
                        (v) Except as otherwise provided herein, the Global
\n         Notes and each Certificated Note shall bear the Private Placement
\n         Legend as set forth in SECTION 2.16. By its acceptance of any Note
\n         bearing the Private Placement Legend, whether upon original issuance or
\n         subsequent transfer, each Holder of such a Note acknowledges the
\n         restrictions on transfer of such Note set forth in this Indenture and
\n         in the Private Placement Legend and agrees that it will transfer such
\n         Note only as provided in this <\/p>\n
                                       23<\/p>\n
         Indenture. Upon the specific written request of a Holder to remove the
\n         Private Placement Legend, the Registrar shall authenticate and deliver
\n         a Note of the same maturity and with an equivalent principal amount not
\n         bearing the Private Placement Legend if there is provided to the
\n         Company evidence reasonably satisfactory to the Company (which may, at
\n         the Company’s request, include an Opinion of Counsel) that neither the
\n         Private Placement Legend nor the restrictions on transfer set forth
\n         therein are required to ensure compliance with the Securities Act. Upon
\n         a written request for the registration of transfer or exchange of a
\n         Note bearing the Private Placement Legend pursuant to an effective
\n         registration statement under the Securities Act and in accordance with
\n         any applicable securities laws of any state of the United States, the
\n         Registrar shall authenticate and deliver a Note of the same maturity
\n         and with an equivalent principal amount not bearing the Private
\n         Placement Legend. If the Private Placement Legend has been removed from
\n         a Note as provided in this clause (v), the transfer of such Note shall
\n         not be subject to the restrictions on transfer set forth in the Private
\n         Placement Legend, and no other Note issued in exchange for all or any
\n         part of such Note shall bear the Private Placement Legend unless the
\n         Company has reasonable cause to believe that such other Note is a
\n         Restricted Security and instructs the Registrar in writing to cause the
\n         Private Placement Legend to appear thereon.<\/p>\n
                       (vi) None of the Company or the Trustee or the Registrar
\n         shall be liable for any delay by the Depositary in identifying the
\n         beneficial owners of the Notes, and each such Person may conclusively
\n         rely on, and shall be protected in relying on, instructions from the
\n         Depositary for all purposes (including with respect to the registration
\n         and delivery, and the respective principal amounts, of any Notes to be
\n         issued).<\/p>\n
                      (vii) Prior to the due presentation for registration of
\n         transfer of any Note, the Company, the Trustee, the Paying Agent, the
\n         Registrar or any co-Registrar may deem and treat the Person in whose
\n         name a Note is registered as the absolute owner of such Note for the
\n         purpose of receiving payment of principal of, premium, if any, and
\n         interest, if any, on such Note and for all other purposes whatsoever,
\n         whether or not such Note is overdue, and none of the Company, the
\n         Trustee, the Paying Agent, the Registrar or any co-Registrar shall be
\n         affected by notice to the contrary. So long as the Depositary or its
\n         nominee is the Holder of a Global Note, the Depositary or such nominee,
\n         as the case may be, will be considered the sole owner or Holder of the
\n         Notes represented by such Global Note for all purposes hereunder and
\n         under the Notes. Any Holder of a Global Note, and each Person with an
\n         interest in such Global Note, shall, by acceptance of such Global Note
\n         or such interest, agree that transfers of the beneficial interests in
\n         such Global Note may be effected only through a book-entry system
\n         maintained by the Holder of such Global Note (or its agent) and that
\n         ownership of a beneficial interest in such Global Note shall be
\n         required to be reflected in a book entry.<\/p>\n
                     (viii) Any Note issued upon any transfer or exchange
\n         pursuant to this SECTION 2.15 will evidence the same debt and will be
\n         entitled to the same benefits and, unless otherwise provided for in
\n         this Indenture, subject to the same restrictions under this Indenture
\n         as the Note or Notes surrendered upon such transfer or exchange.<\/p>\n
                                       24<\/p>\n
                       (ix) The Registrar shall not be required to register the
\n         transfer of or exchange any Note (A) selected for redemption in whole
\n         or in part pursuant to ARTICLE 3, except the unredeemed portion of any
\n         Note being redeemed in part, (B) for a period beginning fifteen (15)
\n         days before the mailing of a notice of redemption of Notes and ending
\n         on the date of such mailing or (C) between a Record Date and the next
\n         succeeding Interest Payment Date.<\/p>\n
                  (b) Transfers and Exchanges of the Global Notes and Beneficial
\nInterests Therein. (i) Subject to clauses (ii) through (viii) of this SECTION
\n2.15(B), transfers of Global Notes shall be limited to transfers in whole, but
\nnot in part, to the Depositary, its successors or their respective nominees. So
\nlong as the Global Notes remain outstanding and are held by or on behalf of the
\nDepositary, transfers and exchanges of beneficial interests in the Global Notes
\nshall be made in accordance with the provisions of this SECTION 2.15(B) and in
\naccordance with the rules and procedures of the Depositary to the extent
\napplicable (the “Applicable Procedures”).<\/p>\n
                       (ii) No restrictions shall apply with respect to the
\n         transfer or registration of transfer of (x) a beneficial interest in a
\n         Restricted Global Note to a transferee that takes delivery in the form
\n         of a beneficial interest in such Restricted Global Note or (y) a
\n         beneficial interest in a Regulation S Global Note to a transferee that
\n         takes delivery in the form of a beneficial interest in such Regulation
\n         S Global Note; provided that any transfer described in this clause (ii)
\n         shall be made in accordance with the Applicable Procedures.<\/p>\n
                      (iii) Any transfer of a beneficial interest in a
\n         Restricted Global Note to a transferee that will take delivery in the
\n         form of a beneficial interest in the applicable Regulation S Global
\n         Note prior to the termination of the Regulation S Distribution
\n         Compliance Period shall be registered, subject to the Applicable
\n         Procedures, only in accordance with this clause (iii). At any time
\n         prior to the termination of the Regulation S Distribution Compliance
\n         Period, upon (x) receipt by the Registrar of (A) instructions given in
\n         accordance with the Applicable Procedures from the Depositary or its
\n         nominee on behalf of an owner of a beneficial interest in the
\n         Restricted Global Note to transfer such beneficial interest to a Person
\n         that will take delivery in the form of a beneficial interest in the
\n         applicable Regulation S Global Note, (B) a written order of the
\n         Depositary or its nominee given in accordance with the Applicable
\n         Procedures containing account and other information with respect to
\n         such transfer and (C) a certificate of the transferor of the beneficial
\n         interest in such Restricted Global Note substantially in the form of
\n         Exhibit D and (y) satisfaction of all other applicable conditions
\n         imposed by this Indenture and the Applicable Procedures, the Registrar
\n         shall (1) reflect in the register for the applicable Notes a decrease
\n         in the principal amount of the applicable Restricted Global Note and an
\n         increase in the principal amount of the applicable Regulation S Global
\n         Note, each such adjustment to be equal to the beneficial interest
\n         transferred pursuant to this clause (iii) and (2) instruct the
\n         Depositary to make the corresponding adjustment to its records and
\n         debit the account of the appropriate Agent Members in accordance with
\n         the Applicable Procedures.<\/p>\n
                       (iv) Any transfer of a beneficial interest in a
\n         Restricted Global Note to a transferee that will take delivery in the
\n         form of a beneficial interest in the applicable Regulation S Global
\n         Note subsequent to the termination of the Regulation S Distribution<\/p>\n
                                       25<\/p>\n
         Compliance Period shall be registered, subject to the Applicable
\n         Procedures, only in accordance with this clause (iv). At any time
\n         subsequent to the termination of the Regulation S Distribution
\n         Compliance Period, upon (x) receipt by the Registrar of (A)
\n         instructions given in accordance with the Applicable Procedures from
\n         the Depositary or its nominee on behalf of an owner of a beneficial
\n         interest in a Restricted Global Note to transfer such beneficial
\n         interest to a Person that will take delivery in the form of a
\n         beneficial interest in the applicable Regulation S Global Note, (B) a
\n         written order of the Depositary or its nominee given in accordance with
\n         the Applicable Procedures containing account and other information with
\n         respect to such transfer and (C) a certificate of the transferor of the
\n         beneficial interest in such Restricted Global Note substantially in the
\n         form of Exhibit D (if transfer is made in reliance on Regulation S) or
\n         Exhibit E (if transfer is made in reliance on Rule 144) and (y)
\n         satisfaction of all other conditions imposed by the Applicable
\n         Procedures, the Registrar shall (1) reflect in the register for the
\n         applicable Notes a decrease in the principal amount of such Restricted
\n         Global Note and an increase in the principal amount of the applicable
\n         Regulation S Global Note, each such adjustment to equal the principal
\n         amount of the beneficial interest transferred pursuant to this clause
\n         (iv), and (2) instruct the Depositary to make the corresponding
\n         adjustment to its records and debit and credit the accounts of the
\n         appropriate Agent Members in accordance with the Applicable Procedures.<\/p>\n
                        (v) Any transfer of a beneficial interest in a
\n         Regulation S Global Note to a transferee that will take delivery in the
\n         form of a beneficial interest in the applicable Restricted Global Note,
\n         either prior or subsequent to the termination of the Regulation S
\n         Distribution Compliance Period, shall be registered, subject to the
\n         Applicable Procedures, only in accordance with this clause (v). At any
\n         time upon (x) receipt by the Registrar of (A) instructions given in
\n         accordance with the Applicable Procedures from the Depositary or its
\n         nominee on behalf of an owner of a beneficial interest in a Regulation
\n         S Global Note to transfer such beneficial interest to a Person that
\n         will take delivery in the form of a beneficial interest in the
\n         applicable Restricted Global Note, (B) a written order of the
\n         Depositary or its nominee given in accordance with the Applicable
\n         Procedures containing account and other information with respect to
\n         such transfer and (C) a certificate of the transferor of the beneficial
\n         interest in such Regulation S Global Note substantially in the form of
\n         Exhibit C and (y) satisfaction of all other conditions imposed by the
\n         Applicable Procedures, the Registrar shall (1) reflect in the register
\n         for the applicable Notes a decrease in the principal amount of such
\n         Regulation S Global Note and an increase in the principal amount of the
\n         applicable Restricted Global Note, each such adjustment to equal the
\n         principal amount of the beneficial interest transferred pursuant to
\n         this clause (v), and (2) instruct the Depositary to make the
\n         corresponding adjustment to its records and debit and credit the
\n         accounts of the appropriate Agent Members in accordance with the
\n         Applicable Procedures.<\/p>\n
                       (vi) Any transfer of a beneficial interest in a
\n         Restricted Global Note to a transferee that will take delivery in the
\n         form of one or more Certificated Notes shall be registered, subject to
\n         the Applicable Procedures, only in accordance with this clause (vi). At
\n         any time upon (x) receipt by the Registrar of (A) instructions given in
\n         accordance with the Applicable Procedures from the Depositary or its
\n         nominee on behalf of an owner of a beneficial interest in such
\n         Restricted Global Note to transfer such beneficial interest to a<\/p>\n
                                       26<\/p>\n
         Person that will take delivery in the form of one or more Certificated
\n         Notes, (B) a written order of the Depositary or its nominee given in
\n         accordance with the Applicable Procedures containing account and other
\n         information with respect to such transfer, (C) a certificate of such
\n         Person substantially in the form of Exhibit F and (D) unless such
\n         Restricted Global Note does not bear a Private Placement Legend, an
\n         Opinion of Counsel to the effect that such transfer is in compliance
\n         with the Securities Act, and (y) satisfaction of all other applicable
\n         conditions imposed by this Indenture and the Applicable Procedures, (1)
\n         the Registrar shall (A) reflect in the register for the applicable
\n         Notes a decrease in the principal amount of such Restricted Global Note
\n         in an amount equal to the beneficial interest transferred pursuant to
\n         this clause (vi) and (B) instruct the Depositary to make the
\n         corresponding adjustment to its records and debit the account of the
\n         appropriate Agent Member in accordance with the Applicable Procedures,
\n         and (2) the Company shall execute and the Trustee shall authenticate
\n         and deliver to or on behalf of such Person one or more Certificated
\n         Notes of like tenor and amount and, unless such Restricted Global Note
\n         does not bear a Private Placement Legend, bearing the Private Placement
\n         Legend.<\/p>\n
                      (vii) Any transfer of a beneficial interest in a
\n         Regulation S Global Note to a transferee that will take delivery in the
\n         form of one or more Certificated Notes prior to the termination of the
\n         Regulation S Distribution Compliance Period shall be registered,
\n         subject to the Applicable Procedures, only in accordance with this
\n         clause (vii). At any time prior to the termination of the Regulation S
\n         Distribution Compliance Period, upon (x) receipt by the Registrar of
\n         (A) instructions given in accordance with the Applicable Procedures
\n         from the Depositary or its nominee on behalf of an owner of a
\n         beneficial interest in such Regulation S Global Note to transfer such
\n         beneficial interest to a Person that will take delivery in the form of
\n         one or more Certificated Notes, (B) a written order of the Depositary
\n         or its nominee given in accordance with the Applicable Procedures
\n         containing account and other information with respect to such transfer,
\n         (C) a certificate of such Person substantially in the form of Exhibit F
\n         and (D) an Opinion of Counsel to the effect that such transfer is in
\n         compliance with the Securities Act and (y) satisfaction of all other
\n         conditions imposed by the Applicable Procedures, (1) the Registrar
\n         shall (A) reflect in the register for the applicable Notes a decrease
\n         in the principal amount of such Regulation S Global Note in an amount
\n         equal to the beneficial interest transferred pursuant to this clause
\n         (vii) and (B) instruct the Depositary to make the corresponding
\n         adjustment to its records and debit the account of the appropriate
\n         Agent Member in accordance with the Applicable Procedures, and (2) the
\n         Company shall execute and the Trustee shall authenticate and deliver to
\n         or on behalf of such Person one or more Certificated Notes of like
\n         tenor and amount bearing the Private Placement Legend.<\/p>\n
                     (viii) Notwithstanding any contrary provision contained
\n         herein, Certificated Notes shall be issued in exchange for the
\n         beneficial interests in a Global Note if at any time: (x) the Company
\n         advises the Trustee in writing that the Depositary is unwilling or
\n         unable to continue as depositary for such Global Note or is no longer
\n         eligible to act as such and in each case a successor depositary is not
\n         appointed by the Company within ninety (90) days of receipt by the
\n         Company of notice of such inability; (y) the Company, at its option,
\n         elects to terminate the book-entry system through the Depositary with
\n         respect to such Global Note; or (z) after the occurrence of an Event of
\n         Default, beneficial<\/p>\n
                                       27<\/p>\n
         owners holding interests representing a majority of the aggregate
\n         principal amount of Notes represented by such Global Note advise the
\n         Trustee in writing through the Depositary that the continuation of a
\n         book-entry system through the Depositary is no longer in such
\n         beneficial owners’ best interests. Upon the occurrence of any of the
\n         events set forth in clauses (x), (y) and (z) immediately above, the
\n         Trustee, upon receipt of written notice thereof and a list of all
\n         Persons that hold a beneficial interest in such Global Note, shall
\n         notify, through the appropriate Agent Members at the expense of the
\n         Company, all Persons that hold a beneficial interest in such Global
\n         Note, of the issuance of Certificated Notes. Upon surrender by the
\n         Trustee, as custodian for the Depositary, of such Global Note and
\n         receipt from the Depositary of instructions for re-registration, the
\n         Company shall execute and the Trustee, upon the written instructions of
\n         the Company, shall authenticate and deliver Certificated Notes of like
\n         tenor and amount and, unless such Global Note does not bear a Private
\n         Placement Legend, bearing the Private Placement Legend. Certificated
\n         Notes issued in exchange for beneficial interests in such Global Note
\n         pursuant to this clause (viii) shall be registered in such names and in
\n         such authorized denominations as the Depositary, pursuant to
\n         instructions from Agent Members or otherwise, shall instruct the
\n         Trustee.<\/p>\n
                  (c) Transfers and Exchanges of Certificated Notes. (i) Any
\ntransfer of a Certificated Note bearing the Private Placement Legend to a
\ntransferee that takes delivery in the form of one or more Certificated Notes
\nshall be registered only in accordance with this clause (i). Upon (x) surrender
\nof any Certificated Note bearing the Private Placement Legend at the office of
\nthe Registrar, together with (A) an executed instrument of assignment of such
\nCertificated Note substantially in the form of assignment attached to such
\nCertificated Note, (B) a certificate of the transferee of such Certificated Note
\nsubstantially in the form of Exhibit F and (C) an Opinion of Counsel to the
\neffect that such transfer is in compliance with the Securities Act and (y)
\nsatisfaction of all other applicable conditions imposed by this Indenture, (1)
\nthe Trustee shall register such transfer and (2) the Company shall execute and
\nthe Trustee shall authenticate and deliver in the name of the transferee one or
\nmore Certificated Notes of any authorized denomination in the same aggregate
\nprincipal amount and of the same maturity as the transferred Certificated Note,
\neach such new Certificated Note bearing the Private Placement Legend; provided,
\nhowever, that Certificated Notes so delivered shall not be required to bear the
\nPrivate Placement Legend if there is provided to the Company evidence reasonably
\nsatisfactory to the Company (which may, at the Company’s request, include an
\nOpinion of Counsel) that neither the Private Placement Legend nor the
\nrestrictions on transfer set forth therein are required to ensure compliance
\nwith the Securities Act.<\/p>\n
                       (ii) Any transfer of a Certificated Note not bearing the
\n         Private Placement Legend to a transferee that takes delivery in the
\n         form of one or more Certificated Notes shall be registered only in
\n         accordance with this clause (ii). Upon (x) surrender of any
\n         Certificated Note not bearing the Private Placement Legend at the
\n         office of the Registrar, together with an executed instrument of
\n         assignment of such Certificated Note substantially in the form of
\n         assignment attached to such Certificated Note, and (y) satisfaction of
\n         all other applicable conditions imposed by this Indenture, (A) the
\n         Trustee shall register such transfer and (B) the Company shall execute
\n         and the Trustee shall authenticate and deliver in the name of the
\n         transferee one or more Certificated Notes of any authorized
\n         denomination in the same aggregate principal amount and of the same<\/p>\n
                                       28<\/p>\n
         maturity as the transferred Certificated Note. Each such new
\n         Certificated Note may at the request of the transferee, but shall not
\n         be required to, bear the Private Placement Legend.<\/p>\n
                      (iii) Any transfer of a Certificated Note bearing the
\n         Private Placement Legend to a transferee that takes delivery in the
\n         form of a beneficial interest in a Global Note shall be registered only
\n         in accordance with this clause (iii). Upon (x) surrender of any
\n         Certificated Note bearing the Private Placement Legend at the office of
\n         the Registrar, together with (A) an executed instrument of assignment
\n         of such Certificated Note substantially in the form of assignment
\n         attached to such Certificated Note, (B) written instructions from the
\n         transferor that such Certificated Note shall be registered in the name
\n         of the Depositary or its nominee and (C) a certificate of the
\n         transferor of such Certificated Note substantially in the form of
\n         Exhibit D (if the transferee will take delivery in the form of a
\n         beneficial interest in the applicable Regulation S Global Note) or
\n         Exhibit C (if the transferee will take delivery in the form of a
\n         beneficial interest in the applicable Restricted Global Note), and (y)
\n         satisfaction of all other applicable conditions imposed by this
\n         Indenture and the Applicable Procedures, the Registrar shall (1)
\n         register such transfer and cancel such Certificated Note, (2) reflect
\n         in the register for the applicable Notes an increase in the appropriate
\n         Global Note in an amount equal to the Certificated Note transferred
\n         pursuant to this clause (iii) and (3) instruct the Depositary to make
\n         the corresponding adjustment to its records and credit the account of
\n         the appropriate Agent Member in accordance with the Applicable
\n         Procedures.<\/p>\n
                       (iv) Any transfer of a Certificated Note not bearing the
\n         Private Placement Legend to a transferee that takes delivery in the
\n         form of a beneficial interest in a Global Note shall be registered only
\n         in accordance with this clause (iv). Upon (x) surrender of a
\n         Certificated Note not bearing the Private Placement Legend at the
\n         office of the Registrar, together with (A) an executed instrument of
\n         assignment of such Certificated Note substantially in the form of
\n         assignment attached to such Certificated Note and (B) written
\n         instructions from the transferor that such Certificated Note shall be
\n         registered in the name of the Depositary or its nominee, and (y)
\n         satisfaction of all other applicable conditions imposed by this
\n         Indenture and the Applicable Procedures, the Registrar shall (1)
\n         register such transfer and cancel such Certificated Note, (2) reflect
\n         in the register for the applicable Notes an increase in the appropriate
\n         Global Note in an amount equal to the Certificated Note transferred
\n         pursuant to this clause (iv) and (3) instruct the Depositary to make
\n         the corresponding adjustment to its records and credit the account of
\n         the appropriate Agent Member in accordance with the Applicable
\n         Procedures.<\/p>\n
                        (v) Any exchange of a Certificated Note for one or more
\n         Certificated Notes in different authorized denominations shall be
\n         registered only in accordance with this clause (v). Upon (x) surrender
\n         of a Certificated Note at the office of the Registrar, together with a
\n         written request to exchange such Certificated Note for one or more
\n         Certificated Notes in different authorized denominations, and (y)
\n         satisfaction of all other applicable conditions imposed by this
\n         Indenture, (A) the Registrar shall register such exchange and (B) the
\n         Company shall execute and the Trustee shall authenticate and deliver in
\n         the name of the registered owner one or more Certificated Notes in any
\n         authorized denomination with the same aggregate principal amount and
\n         maturity date.<\/p>\n
                                       29<\/p>\n
                       (vi) Any exchange of a Certificated Note for a beneficial
\n         interest in a Global Note shall be registered only in accordance with
\n         this clause (vi). Upon (x) surrender of a Certificated Note at the
\n         office of the Registrar, together with (A) a written request to
\n         exchange such Certificated Note for a beneficial interest in a Global
\n         Note, (B) written instructions from the registered owner that such
\n         Certificated Note shall be registered in the name of the Depositary or
\n         its nominee and (C) a certificate of the registered owner of such
\n         Certificated Note substantially in the form of Exhibit D (if the
\n         Certificated Note is being exchanged for a beneficial interest in the
\n         applicable Regulation S Global Note) or Exhibit C (if the Certificated
\n         Note is being exchanged for a beneficial interest in the applicable
\n         Restricted Global Note) and (y) satisfaction of all other applicable
\n         conditions imposed by this Indenture and the Applicable Procedures, the
\n         Registrar shall (1) register such exchange and cancel such Certificated
\n         Note, (2) reflect in the register for the applicable Notes an increase
\n         in the applicable Restricted Global Note in an amount equal to the
\n         Certificated Note exchanged pursuant to this clause (vi) and (3)
\n         instruct the Depositary to make the corresponding adjustment to its
\n         records and credit the account of the appropriate Agent Member in
\n         accordance with the Applicable Procedures.<\/p>\n
         Section 2.16 Restrictive Legends. Each Note that constitutes a
\nRestricted Security shall bear the following legend (the “Private Placement
\nLegend”) on the face thereof until September 28, 2003, unless otherwise agreed
\nto by the Company and the Holder thereof:<\/p>\n
         THE NOTE (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
\nIN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SECTION 5 OF
\nTHE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
\nTHE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
\nTHE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM OR IN A
\nTRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS
\nHEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
\nPROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
\nOR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED
\nHEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD,
\nPLEDGED OR OTHERWISE TRANSFERRED ONLY (i)(a) TO A PERSON THE SELLER REASONABLY
\nBELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
\nSECURITIES ACT) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
\nQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
\nTRANSFER IS BEING MADE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
\nUNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
\n144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
\nIN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE
\nSECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
\nREQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE CASE OF A TRANSFER,
\nPLEDGE OR SALE PURSUANT TO THIS CLAUSE (d) SUCH TRANSFER IS SUBJECT TO THE
\nRECEIPT BY THE REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A <\/p>\n
                                       30<\/p>\n
CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT
\nSUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (ii) TO THE COMPANY OR
\nITS AFFILIATES OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
\nTHE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
\nSECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
\nJURISDICTION AND THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND
\nEACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE
\nEVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.<\/p>\n
         Each Global Note shall also bear the following legend:<\/p>\n
         THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
\nNOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE
\nFOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
\nNOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
\nTRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
\nDEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
\nTHE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
\nTHE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n
         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
\nBUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED
\nTO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.15
\nOF THE INDENTURE.<\/p>\n
                                    ARTICLE 3<\/p>\n
                                   REDEMPTION
\n                                   ———-<\/p>\n
         Section 3.01 Notices to Trustee. If the Company elects to redeem any of
\nthe Notes pursuant to paragraph 5 of such Notes, at least 60 days prior to the
\nRedemption Date or during such other period as the Trustee may agree to, the
\nCompany shall notify the Trustee in writing of the Redemption Date, the
\nprincipal amount of Notes of each maturity to be redeemed and the Redemption
\nPrice or Prices, and deliver to the Trustee an Officers’ Certificate stating
\nthat such redemption will comply with the conditions contained herein and in the
\nNotes, as appropriate.<\/p>\n
         Section 3.02 Selection of Notes To Be Redeemed. (a) In the event that
\nless than all of the Notes of a given maturity are to be redeemed at any time,
\nselection of such Notes to be redeemed shall be made by the Trustee on a pro
\nrata basis, by lot or by such method as the Trustee shall deem fair and
\nequitable; provided, however, that no Notes of a principal amount of $1,000 or
\nless shall be redeemed in part. The Trustee shall make the selection from the
\noutstanding Notes of that maturity not previously called for redemption. The
\nTrustee shall <\/p>\n
                                       31<\/p>\n
promptly notify the Company in writing of the Notes selected for
\nredemption and, in the case of any Notes selected for partial redemption, the
\nprincipal amount of the Notes to be redeemed. In the event of a partial
\nredemption by lot, the Trustee shall select the particular Notes to be redeemed
\nnot less than 30 nor more than 60 days prior to the relevant Redemption Date
\nfrom the Outstanding Notes of that maturity not previously called for
\nredemption. The Company may redeem Notes in denominations of $1,000 only in
\nwhole. The Trustee may select for redemption portions (equal to $1,000 or any
\nintegral multiple of $1,000) of the principal of Notes that have denominations
\nlarger than $1,000. A new Note in a principal amount equal to the unredeemed
\nportion thereof will be issued in the name of the Holder thereof upon delivery
\nof the original Note to the Paying Agent and cancellation of the original Note.
\nOn and after the Redemption Date, interest will cease to accrue on Notes or
\nportions thereof called for redemption as long as the Company has made a deposit
\nwith the Paying Agent in U.S. legal tender in satisfaction of the applicable
\nRedemption Price pursuant to this Indenture.<\/p>\n
                  (b) For all purposes of this Indenture, unless the context
\notherwise requires, all provisions relating to redemption of Notes shall relate,
\nin the case of any Note redeemed or to be redeemed only in part, to the portion
\nof the principal amount of that Note which has been or is to be redeemed.<\/p>\n
         Section 3.03 Notice of Redemption. Notice of redemption shall be mailed
\nby first class mail at least 30 but not more than 60 calendar days before the
\nRedemption Date to each Holder of Notes to be redeemed at the registered address
\nof such Holder. If any Note is to be redeemed in part only, the notice of
\nredemption that relates to such Note shall state the portion of the principal
\namount thereof to be redeemed. If the Company elects to have the Trustee give
\nnotice of redemption, the Trustee shall give notice in the name of the Company
\nand at the Company’s expense; provided, however, that the Company shall furnish
\nthe Trustee all information required to be contained in the notice.<\/p>\n
         The notice shall identify the Notes to be redeemed and shall state:<\/p>\n
                  (1) the Redemption Date;<\/p>\n
                  (2) the Redemption Price and the amount of accrued interest,
\n         if any, to be paid;<\/p>\n
                  (3) whether or not the Company is redeeming all outstanding
\n         Notes of that maturity and if any Note is being redeemed in part, the
\n         portion of the principal amount (equal to $1,000 in principal amount or
\n         any integral multiple thereof) of such Note to be redeemed and that, on
\n         and after the Redemption Date, upon surrender of such Note, a new Note
\n         or Notes in principal amount equal to the unredeemed portion thereof
\n         will be issued;<\/p>\n
                  (4) the name, address and telephone number of the Paying
\n         Agent;<\/p>\n
                  (5) that Notes called for redemption must be surrendered to
\n         the Paying Agent at the address specified in such notice to collect the
\n         Redemption Price plus accrued interest, if any;<\/p>\n
                                       32<\/p>\n
                  (6) that, unless the Company defaults in making the redemption
\n         payment, interest on Notes called for redemption ceases to accrue on
\n         and after the Redemption Date and the only remaining right of the
\n         Holders is to receive payment of the Redemption Price plus accrued
\n         interest to the Redemption Date upon surrender of the Notes to the
\n         Paying Agent;<\/p>\n
                  (7) the subparagraph of the Notes pursuant to which the Notes
\n         called for redemption are being redeemed;<\/p>\n
                  (8) if fewer than all the Notes of that maturity are to be
\n         redeemed, the identification of the particular Notes (or portion
\n         thereof) to be redeemed, as well as the aggregate principal amount of
\n         Notes of that maturity to be redeemed and the aggregate principal
\n         amount of Notes of that maturity to be outstanding after such partial
\n         redemption; and<\/p>\n
                  (9) the CUSIP or ISIN number, if any, listed in the notice or
\n         printed on the Notes of that maturity, and that no representation is
\n         made as to the accuracy or correctness of such CUSIP or ISIN number.<\/p>\n
         Section 3.04 Effect of Notice of Redemption. Once the notice of
\nredemption described in SECTION 3.03 hereof is mailed, Notes called for
\nredemption become due and payable on the Redemption Date and at the Redemption
\nPrice, including any premium, plus accrued interest to the Redemption Date, if
\nany. Upon surrender to the Paying Agent, such Notes shall be paid at the
\nRedemption Price, including any premium, plus accrued interest to the Redemption
\nDate, if any; provided that if the Redemption Date is after a Record Date and on
\nor prior to the related Interest Payment Date, the accrued interest shall be
\npayable to the Holder of the redeemed Notes registered on the relevant Record
\nDate.<\/p>\n
         Section 3.05 Deposit of Redemption Price. On or prior to 10:00 a.m.,
\nNew York City time, on the relevant Redemption Date, the Company shall have
\ndeposited with the Paying Agent in immediately available funds U.S. legal tender
\nsufficient to pay the Redemption Price of and accrued interest, if any, on all
\nNotes to be redeemed on that date. The Paying Agent shall return to the Company
\nany money deposited with the Paying Agent by the Company in excess of the amount
\nnecessary to pay the Redemption Price of and accrued interest, if any, on all
\nNotes to be redeemed.<\/p>\n
         On and after any Redemption Date, if U.S. legal tender sufficient to
\npay the Redemption Price of and accrued interest, if any, on Notes called for
\nredemption shall have been made available in accordance with the preceding
\nparagraph, the Notes called for redemption will cease to accrue interest and the
\nonly right of the Holders of such Notes will be to receive payment of the
\nRedemption Price of and, subject to the proviso in SECTION 3.04 hereof, accrued
\nand unpaid interest on such Notes to the Redemption Date, if any. If any Note
\ncalled for redemption shall not be so paid, interest will continue to accrue and
\nbe paid, from the Redemption Date until such redemption payment is made, on the
\nunpaid principal of the Note and any interest not paid on such unpaid principal,
\nin each case, at the rate and in the manner provided for in SECTION 2.11 hereof.<\/p>\n
                                       33<\/p>\n
         Section 3.06 Notes Redeemed in Part. Upon surrender of a Note that is
\nredeemed in part, the Company shall execute and the Trustee shall authenticate,
\nat the expense of the Company, for a Holder a new Note equal in principal amount
\nto the unredeemed portion of the Note surrendered; provided that each new Note
\nwill be in a principal amount of $1,000 or an integral multiple of $1,000.<\/p>\n
                                    ARTICLE 4<\/p>\n
                                    COVENANTS
\n                                    ———<\/p>\n
         Section 4.01 Payment of Notes. The Company shall pay the principal of
\nand interest (including all Additional Interest as provided in the Registration
\nRights Agreement) on the Notes on the dates and in the manner provided in the
\nNotes and this Indenture. An installment of principal or interest shall be
\nconsidered paid on the date it is due if the Trustee or Paying Agent holds, for
\nthe benefit of the Holders, on that date money designated for and sufficient to
\npay such installment in full and is not prohibited from paying such money to the
\nHolders pursuant to the terms of this Indenture.<\/p>\n
         The Company shall pay interest on overdue principal and interest on
\noverdue interest, to the extent lawful as provided for in SECTION 2.11 hereof.<\/p>\n
         Section 4.02 Reports. Whether or not required by the rules and
\nregulations of the Commission, so long as any Notes are outstanding, the Company
\nshall file with the Commission, to the extent such filings are accepted by the
\nCommission, and shall furnish (within 15 days after such filing) to the Trustee
\nand to the Holders all quarterly and annual reports and other information,
\ndocuments and reports that would be required to be filed with the Commission
\npursuant to Section 13 of the Exchange Act if the Company were required to file
\nunder such section. In addition, the Company shall make such information
\navailable to prospective purchasers of the Notes, securities analysts and
\nbroker-dealers who request it in writing. Delivery of such reports, information
\nand documents to the Trustee is for informational purposes only and the
\nTrustee’s receipt of such shall not constitute constructive notice of any
\ninformation contained therein or determinable from information contained
\ntherein, including the Company’s compliance with any of its covenants hereunder
\n(as to which the Trustee is entitled to rely exclusively on Officers’
\nCertificates).<\/p>\n
         Section 4.03 Waiver of Stay, Extension or Usury Laws. The Company
\ncovenants (to the extent that it may lawfully do so) that it will not at any
\ntime insist upon, or plead (as a defense or otherwise) or in any manner
\nwhatsoever claim or take the benefit or advantage of, any stay or extension law
\nor any usury law or other law which would prohibit or forgive the Company from
\npaying all or any portion of the principal of, premium, if any, and\/or interest
\non the Notes as contemplated herein, wherever enacted, now or at any time
\nhereafter in force, or which may affect the covenants or the performance of this
\nIndenture; and the Company hereby expressly waives all benefit or advantage of
\nany such law, and covenants that it will not hinder, delay or impede the
\nexecution of any power herein granted to the Trustee, but will suffer and permit
\nthe execution of every such power as though no such law had been enacted.<\/p>\n
                                       34<\/p>\n
         Section 4.04 Compliance Certificate; Notice of Default; Tax
\nInformation. (a) The Company shall deliver to the Trustee, within 90 days after
\nthe end of each fiscal year of the Company, commencing with the fiscal year
\nending December 31, 2001, an Officers’ Certificate (one of the signers of which
\nshall be the principal executive officer, principal financial officer or
\nprincipal accounting officer of the Company) stating that to the best of his or
\nher knowledge no Default or Event of Default has occurred, listing all
\nRestricted Payments for such year, and if a Default or Event of Default shall
\nhave occurred, describing all of such Defaults or Events of Default of which he
\nor she may have knowledge and what action the Company is taking or proposes to
\ntake with respect thereto. The Officers’ Certificate shall also notify the
\nTrustee if the Company elects to change the manner in which it fixes its fiscal
\nyear end.<\/p>\n
                  (b) The annual financial statements delivered pursuant to
\nSECTION 4.02 shall be accompanied by a written report addressed to the Trustee
\nof the Company’s independent accountants (who shall be a firm of established
\nnational reputation) that in conducting their audit of such financial statements
\nnothing has come to their attention that would lead them to believe that a
\nDefault or Event of Default has occurred under this Indenture insofar as they
\nrelate to accounting matters or, if any such violation has occurred, specifying
\nthe nature and period of existence thereof, it being understood that such
\naccountants shall not be liable directly or indirectly to any Person for any
\nfailure to obtain knowledge of any such violation.<\/p>\n
                  (c) If (i) any Default or Event of Default has occurred and is
\ncontinuing or (ii) any Holder seeks to exercise any remedy hereunder with
\nrespect to a claimed default under this Indenture or the Holder’s Notes, the
\nCompany shall deliver to the Trustee, at its address set forth in SECTION 10.02
\nhereof, by registered or certified mail or by telegram or facsimile transmission
\nfollowed by hard copy by registered or certified mail an Officers’ Certificate
\nspecifying such Default or Event of Default, notice or other action, the status
\nthereof and what action the Company is taking or proposes to take, which
\nOfficers’ Certificate shall be so delivered within five (5) Business Days of its
\nbecoming aware of such occurrence.<\/p>\n
         Section 4.05 Payment of Taxes and Other Claims. The Company shall pay
\nor discharge or cause to be paid or discharged, before the same shall become
\ndelinquent, (i) all material taxes, assessments and governmental charges
\n(including withholding taxes and any penalties, interest and additions to taxes)
\nlevied or imposed upon it or any of its Subsidiaries or properties of it or any
\nof its Subsidiaries and (ii) all lawful claims for labor, materials and supplies
\nthat, if unpaid, might by law become a Lien upon the property of it or any of
\nits Subsidiaries; provided, however, that the Company shall not be required to
\npay or discharge or cause to be paid or discharged any such tax, assessment,
\ncharge or claim whose amount, applicability or validity is being contested in
\ngood faith by appropriate proceedings properly instituted and diligently
\nconducted for which adequate reserves, to the extent required under GAAP, have
\nbeen taken.<\/p>\n
         Section 4.06 Corporate Existence. Subject to Article 5 hereof, the
\nCompany shall do or cause to be done all things necessary to preserve and keep
\nin full force and effect (i) its corporate existence, and the corporate,
\npartnership or limited liability company or other existence of each Subsidiary,
\nin accordance with the respective organizational documents (as the same may be
\namended from time to time) of each Subsidiary and the material rights (charter
\nand statutory), licenses and franchises of the Company and its Subsidiaries
\nexcept where the failure to preserve<\/p>\n
                                       35<\/p>\n
and keep in full force and effect any such rights, licenses and franchises shall
\nnot have a material adverse effect on the financial condition, business,
\noperations or prospects of the Company and its Subsidiaries taken as a whole;
\nand provided that the Company shall not be required to preserve any such right,
\nlicense or franchise, or the corporate, limited liability company, partnership
\nor other existence of any of the Subsidiaries, if the Board of Directors of the
\nCompany shall determine that the preservation thereof is no longer desirable in
\nthe conduct of the business of the Company and its Subsidiaries, taken as a
\nwhole.<\/p>\n
         Section 4.07 Maintenance of Office or Agency. The Company shall
\nmaintain an office or agency in the Borough of Manhattan, The City of New York,
\nwhere Notes may be surrendered for registration of transfer or exchange or for
\npresentation for payment and where notices and demands to or upon the Company in
\nrespect of the Notes and this Indenture may be served. The Company shall give
\nprompt written notice to the Trustee of the location, and any change in the
\nlocation, of such office or agency. If at any time the Company shall fail to
\nmaintain any such required office or agency or shall fail to furnish the Trustee
\nwith the address thereof, such presentations, surrenders, notices and demands
\nmay be made or served at the address of the Trustee as set forth in SECTION
\n10.02 hereof.<\/p>\n
         The Company may also from time to time designate one or more other
\noffices or agencies where the Notes may be presented or surrendered for any or
\nall such purposes and may from time to time rescind such designations. The
\nCompany shall give prompt written notice to the Trustee of such designation or
\nrescission and of any change in the location of any such other office or agency.<\/p>\n
         The Company hereby initially designates the Corporate Trust Office of
\nthe Trustee as such office of the Company in the Borough of Manhattan, The City
\nof New York.<\/p>\n
         Section 4.08 Compliance with Laws. The Company shall comply, and shall
\ncause each of its Subsidiaries to comply, with all applicable statutes, rules,
\nregulations, orders and restrictions of the United States of America and all
\nother sovereign nations, all states and municipalities thereof, and of any
\ngovernmental department, commission, board, regulatory authority, bureau, agency
\nand instrumentality of the foregoing, in respect of the conduct of their
\nrespective businesses and the ownership of their respective properties, except
\nfor such noncompliances as would not in the aggregate have a material adverse
\neffect on the financial condition or results of operations of the Company and
\nits Subsidiaries taken as a whole.<\/p>\n
         Section 4.09 Maintenance of Properties and Insurance. (a) The Company
\nshall cause all material properties owned by or leased by it or any of its
\nSubsidiaries used or useful to the conduct of the Company’s business or the
\nbusiness of any of its Subsidiaries to be maintained and kept in normal
\ncondition, repair and working order and supplied with all necessary equipment
\nand shall cause to be made all necessary repairs, renewals, replacements,
\nbetterments and improvements thereof, all as in its judgment may be necessary,
\nso that the business carried on in connection therewith may be properly and
\nadvantageously conducted at all times; provided, however, that nothing in this
\nSECTION 4.09 shall prevent the Company or any of its Subsidiaries from
\ndiscontinuing the use, operation or maintenance of any of such properties, or
\ndisposing of any of them, if such discontinuance or disposal is, in the judgment
\nof the Board of Directors of<\/p>\n
                                       36<\/p>\n
the Company or of the Board of Directors of the Subsidiary of the Company
\nconcerned, desirable in the conduct of the business of the Company or any
\nSubsidiary of the Company.<\/p>\n
                  (b) The Company shall maintain, and shall cause the
\nSubsidiaries to maintain, insurance with responsible carriers against such risks
\nand in such amounts, and with such deductibles, retentions, self-insured amounts
\nand co-insurance provisions, as, in the reasonable judgment of the Company, may
\nbe necessary.<\/p>\n
         Section 4.10 Limitation on Restricted Payments. Prior to the occurrence
\nof the Fall-Away Event, the Company shall not, and shall not permit any of its
\nSubsidiaries to, directly or indirectly, make any Restricted Payment if at the
\ntime of such Restricted Payment: (i) a Default or Event of Default shall have
\noccurred and be continuing or shall occur as a consequence thereof; (ii) after
\ngiving effect to the proposed Restricted Payment, the amount of such Restricted
\nPayment, when added to the aggregate amount of all Restricted Payments made
\nafter September 25, 2000, exceeds the sum of: (a) 50% of the Company’s
\nConsolidated Net Income accrued during the period (taken as a single period)
\ncommencing on July 1, 1997 to and including the fiscal quarter ended immediately
\nprior to the date of such Restricted Payment (or, if such aggregate Consolidated
\nNet Income shall be a deficit, minus 100% of such aggregate deficit); (b) the
\nnet cash proceeds from the issuance and sale of the Company’s Capital Stock
\n(other than to a Subsidiary of the Company) that is not Disqualified Stock
\nduring the period (taken as a single period) commencing with the Issue Date; and
\n(c) $50,000,000; or (iii) the Company would not be able to incur an additional
\n$1.00 of Indebtedness pursuant to SECTION 4.11 hereof.<\/p>\n
         Notwithstanding the foregoing, the Company may: (w) pay any dividend
\nwithin 60 days after the date of declaration thereof if the payment thereof
\nwould have complied with the limitations of this SECTION 4.10 on the date of
\ndeclaration; (x) retire shares of the Company’s Capital Stock or the Company’s
\nor a Subsidiary of the Company’s Indebtedness out of the proceeds of a
\nsubstantially concurrent sale (other than to a Subsidiary of the Company) of
\nshares of the Company’s Capital Stock (other than Disqualified Stock); (y) make
\nInvestments in Joint Ventures which, when added to the aggregate amount of all
\nsuch other Investments made after September 25, 2000 pursuant to this clause (y)
\n(or such other Investments as would have been made pursuant to this clause (y)
\nhad such clause been in effect) do not exceed 5% of Consolidated Tangible Assets
\nat such time (with each such Investment being valued as of the date made and
\nwithout regard to subsequent changes in value); and (z) make Investments which,
\nwhen added to the aggregate amount of all such other Investments made after
\nSeptember 25, 2000 pursuant to this clause (z) (or such other Investments as
\nwould have been made pursuant to this clause (z) had such clause been in effect)
\ndo not exceed 2.5% of Consolidated Tangible Assets at such time (with each such
\nInvestment being valued as of the date made and without regard to subsequent
\nchanges in value); provided, however, that each Restricted Payment described in
\nclause (w) or (x) above shall be taken into account for purposes of computing
\nthe aggregate amount of all Restricted Payments pursuant to clause (ii) of the
\nimmediately preceding paragraph.<\/p>\n
         Section 4.11 Limitation on Additional Indebtedness and Subsidiary
\nPreferred Stock. (a) After the Issue Date and prior to the occurrence of the
\nFall-Away Event, (i) the Company shall not, and shall not permit any of its
\nSubsidiaries to, directly or indirectly, create, incur, issue, assume,
\nguarantee, extend the Stated Maturity of, or otherwise become liable with
\nrespect to<\/p>\n
                                       37<\/p>\n
(collectively, “incur”), any Indebtedness (including, without limitation,
\nAcquired Indebtedness) and (ii) the Company shall not permit any of its
\nSubsidiaries to issue (except to the Company or any of its Wholly Owned
\nSubsidiaries) or create any Preferred Stock or permit any Person (other than the
\nCompany or a Wholly Owned Subsidiary) to own or hold any interest in any
\nPreferred Stock of any such Subsidiary; provided, however, that the Company may
\nincur Indebtedness and the Company may permit its Subsidiaries to issue or
\ncreate Preferred Stock if, after giving effect thereto, the Company’s EBITDA
\nCoverage Ratio on the date thereof would be at least 2.5 to 1, determined on a
\npro forma basis as if the incurrence of such additional Indebtedness or the
\nissuance of such Preferred Stock (declared to have an aggregate principal amount
\nequal to the aggregate liquidation value of such Preferred Stock), as the case
\nmay be, and the application of the net proceeds therefrom, had occurred at the
\nbeginning of the four-quarter period used to calculate the Company’s EBITDA
\nCoverage Ratio.<\/p>\n
                  (b) Notwithstanding the foregoing, and irrespective of the
\nEBITDA Coverage Ratio, in addition to Existing Indebtedness: (i) the Company may
\nincur Indebtedness pursuant to the Notes issued on the Issue Date and the
\nExchange Notes issued in exchange for such Notes; (ii) the Company and its
\nSubsidiaries may incur Refinancing Indebtedness in exchange for, or the net
\nproceeds of which are applied to refund, refinance or extend, Existing
\nIndebtedness or other Indebtedness that was permitted by this Indenture to be
\nincurred under this SECTION 4.11 except for Indebtedness incurred under clause
\n(iii) or (iv) of this paragraph (b); (iii) the Company may incur any
\nIndebtedness to any Subsidiary or any Subsidiary may incur any Indebtedness to
\nthe Company or to any Subsidiary; (iv) the Company and its Subsidiaries may
\nincur any Indebtedness evidenced by letters of credit which are used in the
\nordinary course of business of the Company and its Subsidiaries to secure
\nworkers’ compensation and other insurance coverages; (v) the Company and its
\nSubsidiaries may incur Capitalized Lease Obligations and Attributable
\nIndebtedness, in each case excluding Existing Indebtedness but including all
\nRefinancing Indebtedness incurred in exchange for, or the net proceeds of which
\nare applied to refund, refinance or extend, any Indebtedness incurred pursuant
\nto this clause (v), in an aggregate principal amount at any one time outstanding
\nnot to exceed 10% of Consolidated Tangible Assets at such time; and (vi) the
\nSubsidiaries of the Company may incur Indebtedness, including all Refinancing
\nIndebtedness incurred in exchange for, or the net proceeds of which are applied
\nto refund, refinance or extend, any Indebtedness incurred pursuant to this
\nclause (vi), in an aggregate principal amount at any time outstanding not to
\nexceed $250,000,000, in addition to Existing Indebtedness and other Indebtedness
\npermitted to be incurred by Subsidiaries of the Company pursuant to the
\nforegoing clauses (ii) – (v).<\/p>\n
                  (c) Notwithstanding the foregoing, the Company may permit any
\nSubsidiary which is a partnership formed to operate a single healthcare facility
\nto issue or create Preferred Stock; provided that the aggregate amount of all
\nsuch Preferred Stock outstanding after giving effect to such issuance or
\ncreation shall not exceed 1% of Consolidated Tangible Assets as of the date of
\nsuch issuance or creation.<\/p>\n
                  (d) Any limitations on the rights of the Company or its
\nSubsidiaries set forth in paragraph (b) or (c) of this SECTION 4.11 shall be of
\nno force and effect after the occurrence of the Fall-Away Event.<\/p>\n
                                       38<\/p>\n
         Section 4.12 Limitation on Asset Sales. (a) Prior to the occurrence of
\nthe Fall-Away Event, the Company shall not, and shall not permit any of its
\nSubsidiaries to, consummate any Asset Sale unless (i) the Company or such
\nSubsidiary receives consideration at the time of such Asset Sale at least equal
\nto the Fair Market Value of the assets included in such Asset Sale, (ii)
\nimmediately before and immediately after giving effect to such Asset Sale, no
\nDefault or Event of Default shall have occurred and be continuing and (iii) at
\nleast 75% of the consideration received by the Company or such Subsidiary
\ntherefor is in the form of cash paid at the closing thereof, provided, however,
\nthat this clause (iii) shall not apply if, after giving effect to such Asset
\nSale, the aggregate principal amount of all notes or similar debt obligations
\nand Fair Market Value of all equity securities received by the Company from all
\nAsset Sales since September 25, 2000 (other than such notes or similar debt
\nobligations and such equity securities converted into or otherwise disposed of
\nfor cash and applied in accordance with the second succeeding sentence) would
\nnot exceed 2.5% of Consolidated Tangible Assets at such time. The amount
\n(without duplication) of any (x) Indebtedness (other than Subordinated
\nIndebtedness) of the Company or such Subsidiary that is expressly assumed by the
\ntransferee in such Asset Sale and with respect to which the Company or such
\nSubsidiary, as the case may be, is unconditionally released by the holder of
\nsuch Indebtedness and (y) any notes, securities or similar obligations or items
\nof property received from such transferee that are immediately converted, sold
\nor exchanged by the Company or such Subsidiary for cash (to the extent of the
\ncash actually so received), shall be deemed to be cash for purposes of this
\nSECTION 4.12. If at any time any non-cash consideration received by the Company
\nor such Subsidiary, as the case may be, in connection with any Asset Sale is
\nconverted into or sold or otherwise disposed of for cash (other than interest
\nreceived with respect to any such non-cash consideration), then the date of such
\nconversion or disposition shall be deemed to constitute the date of an Asset
\nSale hereunder and the Net Proceeds thereof shall be applied in accordance with
\nthis SECTION 4.12. A transfer of assets by the Company to a Wholly Owned
\nSubsidiary or by a Wholly Owned Subsidiary to the Company or to another Wholly
\nOwned Subsidiary will not be deemed to be an Asset Sale, and a transfer of
\nassets that constitutes a Restricted Payment and that is permitted under SECTION
\n4.10 hereof will not be deemed to be an Asset Sale.<\/p>\n
                  (b) Prior to the occurrence of the Fall-Away Event, if the
\nCompany or any Subsidiary engages in an Asset Sale, the Company or such
\nSubsidiary shall, no later than 360 days after such Asset Sale, (i) apply all or
\nany of the Net Proceeds therefrom to repay Indebtedness that ranks pari passu
\nwith the Notes and is secured by the assets disposed of in the Asset Sale or to
\nrepay Bank Debt in accordance with the applicable provisions thereof, (ii)
\ninvest all or any part of the Net Proceeds therefrom in the lines of business of
\nthe Company or any of its Subsidiaries immediately prior to such investment or
\n(iii) any combination of clauses (i) and (ii) above. The amount of such Net
\nProceeds not applied or invested as provided in this paragraph (b) will
\nconstitute “Excess Proceeds.”<\/p>\n
                  (c) Prior to the occurrence of the Fall-Away Event, when the
\naggregate amount of Excess Proceeds equals or exceeds $5,000,000, the Company
\nshall be required to make an offer to purchase (an “Asset Sale Offer”) from all
\nHolders, an aggregate principal amount of Notes equal to the amount of such
\nExcess Proceeds as follows:<\/p>\n
                        (i) The Company shall make an Asset Sale Offer to all
\n         Holders in accordance with the procedures set forth in this SECTION
\n         4.12 to purchase the maximum principal amount (expressed as a multiple<\/p>\n
                                       39<\/p>\n
         of $1,000) of Notes that may be purchased out of the amount (the “Asset
\n         Sale Payment Amount”) of such Excess Proceeds.<\/p>\n
                       (ii) The offer price for the Notes shall be payable in
\n         cash in an amount equal to 100% of the principal amount of the Notes
\n         tendered pursuant to such Asset Sale Offer, plus accrued and unpaid
\n         interest and Additional Interest, if any, to the date such Asset Sale
\n         Offer is consummated (the “Asset Sale Purchase Price”), in accordance
\n         with the procedures set forth in this SECTION 4.12. To the extent that
\n         the aggregate Asset Sale Purchase Price of Notes tendered pursuant to
\n         an Asset Sale Offer is less than the Asset Sale Payment Amount relating
\n         thereto (such shortfall constituting a “Net Proceeds Deficiency”), the
\n         Company may use such Net Proceeds Deficiency, or a portion thereof, for
\n         general corporate purposes.<\/p>\n
                      (iii) If the aggregate Asset Sale Purchase Price of Notes
\n         validly tendered and not withdrawn by holders thereof exceeds the Asset
\n         Sale Payment Amount, Notes to be purchased shall be selected on a pro
\n         rata basis.<\/p>\n
                       (iv) Upon completion of such Asset Sale Offer in
\n         accordance with the foregoing provisions, the amount of Excess Proceeds
\n         with respect to which such Asset Sale Offer was made shall be deemed to
\n         be zero.<\/p>\n
                  In the event that any other Indebtedness of the Company which
\nranks pari passu with the Notes (“Other Debt”) requires an offer to purchase to
\nbe made to repurchase such Other Debt upon the consummation of an Asset Sale,
\nthe Company may apply the Excess Proceeds to both purchase such Other Debt and
\nto make an Asset Sale Offer, provided, that the purchase price of such Other
\nDebt does not exceed 100% of the aggregate principal amount or accreted value
\nthereof plus interest thereon. With respect to any Excess Proceeds, the Company
\nshall make the Asset Sale Offer in respect thereof at the same time as the
\nanalogous offer to purchase is made pursuant to any Other Debt and the purchase
\ndate in respect thereof shall be the same as the purchase date in respect
\nthereof pursuant to any Other Debt.<\/p>\n
                  With respect to any Asset Sale Offer effected pursuant to this
\nSECTION 4.12, to the extent the aggregate principal amount of Notes and Other
\nDebt, if any, tendered pursuant to such Asset Sale Offer and the concurrent
\noffer to purchase with respect to such Other Debt exceeds the Excess Proceeds,
\nsuch Notes and Other Debt, if any, shall be purchased pro rata based on the
\naggregate principal amount of such Notes and such Other Debt tendered by each
\nholder thereof.<\/p>\n
                  (d) If the Company is required to make an Asset Sale Offer,
\nthe Company shall, within 30 days following the date specified in clause (c)
\nabove, notify the Trustee thereof and give written notice of such Asset Sale
\nOffer to each Holder by first-class mail, postage prepaid, at the address of
\nsuch Holder appearing in the register maintained by the Registrar, stating:<\/p>\n
                  (1) that an Asset Sale Offer is being made pursuant to this
\n         SECTION 4.12;<\/p>\n
                  (2) that such Holders have the right to require the Company to
\n         apply the Excess Proceeds to repurchase the Notes at a purchase price
\n         in cash equal to 100% of the principal amount thereof plus accrued and
\n         unpaid interest, if any, to the purchase date which shall be no earlier<\/p>\n
                                       40<\/p>\n
         than 30 days and not later than 60 days from the date such notice is
\n         mailed (the “Excess Proceeds Payment Date”);<\/p>\n
                  (3) that any Note not tendered or accepted for payment will
\n         continue to accrue interest;<\/p>\n
                  (4) that any Notes accepted for payment pursuant to the Asset
\n         Sale Offer shall cease to accrue interest after the Excess Proceeds
\n         Payment Date;<\/p>\n
                  (5) that Holders accepting the offer to have their Notes
\n         purchased pursuant to the Asset Sale Offer will be required to
\n         surrender the Notes, with the form entitled “Option of Holder to Elect
\n         Purchase” on the reverse of the Note completed, to the Paying Agent at
\n         the address specified in the notice prior to the close of business on
\n         the Business Day preceding the Excess Proceeds Payment Date;<\/p>\n
                  (6) that Holders will be entitled to withdraw their acceptance
\n         of the Asset Sale Offer if the Paying Agent receives, not later than
\n         the close of business on the third Business Day preceding the Excess
\n         Proceeds Payment Date, a telegram, facsimile transmission or letter
\n         setting forth the name of the Holder, the principal amount of the Notes
\n         delivered for purchase and a statement that such Holder is withdrawing
\n         his or her election to have such Notes purchased;<\/p>\n
                  (7) that if the aggregate principal amount of Notes
\n         surrendered by Holders exceeds the amount of Excess Proceeds, the
\n         Company shall select the Notes to be purchased on a pro rata basis so
\n         that the aggregate amount of Notes so purchased equals the amount of
\n         Excess Proceeds (with such adjustments as may be deemed appropriate by
\n         the Company so that only Notes in denominations of $1,000 or integral
\n         multiples thereof shall be purchased);<\/p>\n
                  (8) that Holders whose Notes are being purchased only in part
\n         will be issued new Notes equal in principal amount to the unpurchased
\n         portion of the Notes surrendered; provided that each Note purchased and
\n         each such new Note issued shall be in an original principal amount of
\n         $1,000 or an integral multiple thereof;<\/p>\n
                  (9)      the calculations used in determining the amount of
\n         Excess Proceeds to be applied to the purchase of such Notes;<\/p>\n
                  (10)     any other procedures that a Holder must follow to
\n         accept an Asset Sale Offer or effect withdrawal of such acceptance; and<\/p>\n
                  (11)     the name and address of the Paying Agent.<\/p>\n
                  On the Excess Proceeds Payment Date, the Company shall, to the
\nextent lawful, (1) accept for payment, on a pro rata basis to the extent
\nnecessary, Notes or portions thereof tendered pursuant to the Asset Sale Offer,
\n(2) deposit with the Paying Agent US legal tender sufficient to pay the purchase
\nprice plus accrued and unpaid interest, if any, on the Notes to be purchased or
\nportions thereof, (3) deliver or cause to be delivered to the Trustee Notes so
\naccepted together with an Officers’ Certificate stating that such Notes or
\nportions thereof were accepted for payment by the Company in accordance with the<\/p>\n
                                       41<\/p>\n
terms of this SECTION 4.12. The Paying Agent shall promptly mail to each Holder
\nof Notes so accepted payment in an amount equal to the purchase price for such
\nNotes, and the Company shall execute and issue, and the Trustee shall promptly
\nauthenticate and make available for delivery to such Holder, a new Note equal in
\nprincipal amount to any unpurchased portion of the Notes surrendered; provided
\nthat each Note purchased and each such new Note issued shall be in an original
\nprincipal amount of $1,000 or an integral multiple thereof.<\/p>\n
                  (e) The Company shall comply with the requirements of Rule
\n14e-1 under the Exchange Act and other securities laws and regulations
\nthereunder to the extent such laws and regulations are applicable in connection
\nwith the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that
\nthe provisions of any securities laws or regulations conflict with this SECTION
\n4.12, the Company shall comply with the applicable securities laws and
\nregulations and shall not be deemed to have breached its obligations under this
\nSECTION 4.12 by virtue thereof.<\/p>\n
         Section 4.13 Limitation on Transactions with Affiliates. Prior to the
\noccurrence of the Fall-Away Event, neither the Company nor any of its
\nSubsidiaries shall, directly or indirectly, in one transaction or a series of
\ntransactions, make any loan, advance, guarantee or capital contribution to, or
\nfor the benefit of, or sell, lease, transfer or otherwise dispose of any of its
\nproperties or assets to, or for the benefit of, or purchase or lease any
\nproperty or assets from, or enter into or amend any contract, agreement or
\nunderstanding with, or for the benefit of, any Affiliate of the Company or any
\nof its Subsidiaries or any Person (or any Affiliate of such Person) holding 10%
\nor more of the Common Equity of the Company or any of its Subsidiaries, other
\nthan transactions in the ordinary course between the Company and its
\nSubsidiaries or among Subsidiaries of the Company (an “Affiliate Transaction”),
\nunless: (i) the terms of such Affiliate Transaction are fair and reasonable to
\nthe Company or such Subsidiary, as the case may be, and are at least as
\nfavorable as the terms which could be obtained by the Company or such
\nSubsidiary, as the case may be, in a comparable transaction made on an
\narm’s-length basis between unaffiliated parties; (ii) with respect to any such
\nAffiliate Transaction involving aggregate payments in excess of $5,000,000, the
\nCompany delivers an Officers’ Certificate to the Trustee certifying that such
\nAffiliate Transaction complies with clause (i) above and a Secretary’s
\nCertificate which sets forth and authenticates a resolution that has been
\nadopted by a vote of a majority of the disinterested members of the Board of
\nDirectors approving such Affiliate Transaction; and (iii) with respect to any
\nsuch Affiliate Transaction involving aggregate payments in excess of
\n$25,000,000, the Company delivers to the Trustee the certificates specified in
\nclause (ii) above and an opinion of an independent investment banking firm of
\nnational standing in the United States, stating that such Affiliate Transaction
\nis fair from a financial point of view to the Company or such Subsidiary, as the
\ncase may be; provided, however, that the foregoing clauses (ii) and (iii) shall
\nnot apply to transactions between the Company or any of its Subsidiaries and
\nMedCenterDirect, Inc. or Source Medical Solutions, Inc.<\/p>\n
         Section 4.14 Limitation on Liens Prior to the Fall-Away Event. Prior to
\nthe occurrence of the Fall-Away Event, the Company will not create or suffer to
\nexist any Lien (other than Permitted Liens) on any of its assets, unless
\ncontemporaneously therewith:<\/p>\n
                                       42<\/p>\n
                        (i) in the case of any Lien securing an obligation that
\n         ranks pari passu with the Notes, effective provision is made to secure
\n         the Notes at least equally and ratably with or prior to such obligation
\n         with a Lien on the same collateral; and<\/p>\n
                       (ii) in the case of any Lien securing an obligation that
\n         is subordinated in right of payment to the Notes, effective provision
\n         is made to secure the Notes with a Lien on the same collateral that is
\n         prior to the Lien securing such subordinated obligation.<\/p>\n
                  Notwithstanding the above, the Company may, without securing
\nthe Notes, create or assume any Indebtedness which is secured by a Lien which
\nwould otherwise be subject to the foregoing restrictions, provided that after
\ngiving effect thereto, the Exempted Debt then outstanding does not exceed 10% of
\nthe total Consolidated Tangible Assets of the Company and its Subsidiaries at
\nsuch time.<\/p>\n
         Section 4.15 Purchase of Notes upon a Change of Control Prior to the
\nFall-Away Event. (a) Upon the occurrence of a Change of Control and if the
\nFall-Away Event has not occurred prior to the expiration of the 30-day period
\nimmediately after the occurrence of such Change of Control, the Company shall be
\nobligated to make an offer to purchase (the “Change of Control Offer”) the
\noutstanding Notes of each Holder in whole or in part in integral multiples of
\n$1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in
\nan amount equal to 101% of the principal amount thereof, plus accrued interest,
\nif any, to the date of purchase (the “Change of Control Purchase Date”),
\npursuant to the procedures set forth below.<\/p>\n
                  (b) Within 30 days following any Change of Control, and if the
\nFall-Away Event has not occurred within the 30-day period immediately after the
\noccurrence of such Change of Control, the Company shall notify the Trustee
\nthereof and give written notice of such Change of Control to each Holder by
\nfirst-class mail, postage prepaid, at the address of such Holder appearing in
\nthe register maintained by the Registrar, stating, among other things:<\/p>\n
                  (1) that the Change of Control Offer is being made pursuant to
\n         this SECTION 4.15;<\/p>\n
                  (2) that such Holders have the right to require the Company to
\n         repurchase such Notes at the Change of Control Purchase Price on the
\n         Change of Control Purchase Date which shall be no earlier than 30 days
\n         and not later than 60 days from the date such notice is mailed;<\/p>\n
                  (3) that any Note not tendered or accepted for payment will
\n         continue to accrue interest;<\/p>\n
                  (4) that, unless the Company defaults in its payment of the
\n         Change of Control Purchase Price, any Note accepted for payment
\n         pursuant to the Change of Control Offer shall cease to accrue interest
\n         after the Change of Control Purchase Date;<\/p>\n
                  (5) that Holders accepting the offer to have their Notes
\n         purchased pursuant to a Change of Control Offer will be required to
\n         surrender the Notes, with the form entitled “Option of Holder to Elect
\n         Purchase” on the reverse of the Note completed, to the Paying Agent at<\/p>\n
                                       43<\/p>\n
         the address specified in the notice prior to the close of business on
\n         the Business Day preceding the Change of Control Purchase Date;<\/p>\n
                  (6) that Holders will be entitled to withdraw their acceptance
\n         of the Change of Control Offer if the Paying Agent receives, not later
\n         than the close of business on the third Business Day preceding the
\n         Change of Control Purchase Date, a telegram, facsimile transmission or
\n         letter setting forth the name of the Holder, the principal amount of
\n         the Notes delivered for purchase and a statement that such Holder is
\n         withdrawing his or her election to have such Notes purchased;<\/p>\n
                  (7) any other procedures that a Holder must follow to accept a
\n         Change of Control Offer or effect withdrawal of such acceptance; and<\/p>\n
                  (8) the name and address of the Paying Agent.<\/p>\n
                  On the Change of Control Payment Date, the Company shall, to
\nthe extent lawful, (1) accept for payment Notes or portions thereof tendered
\npursuant to the Change of Control Offer, (2) deposit with the Paying Agent U.S.
\nlegal tender sufficient to pay the purchase price of all Notes or portions
\nthereof so tendered and (3) deliver or cause to be delivered to the Trustee
\nNotes so accepted together with an Officers’ Certificate stating that such Notes
\nor portions thereof were accepted for payment by the Company pursuant to this
\nSECTION 4.15. The Paying Agent shall promptly mail to each Holder of Notes so
\naccepted payment in an amount equal to the purchase price for such Notes, and
\nthe Company shall execute and issue, and the Trustee shall promptly authenticate
\nand mail to such Holder, a new Note equal in principal amount to any unpurchased
\nportion of the Notes surrendered; provided that each such new Note shall be
\nissued in an original principal amount of $1,000 or an integral multiple
\nthereof.<\/p>\n
                  (c) The Company shall comply with the requirements of Rule
\n14e-1 under the Exchange Act and other securities laws and regulations
\nthereunder to the extent such laws and regulations are applicable in connection
\nwith the repurchase of Notes pursuant to a Change of Control Offer. To the
\nextent that the provisions of any securities laws or regulations conflict with
\nthis SECTION 4.15, the Company shall comply with the applicable securities laws
\nand regulations and shall not be deemed to have breached its obligations under
\nthis SECTION 4.15 by virtue thereof.<\/p>\n
         Section 4.16 Limitation on Restrictions on Distributions from
\nSubsidiaries. Prior to the occurrence of the Fall-Away Event, the Company shall
\nnot, and shall not permit any of its Subsidiaries to, create or otherwise cause
\nor suffer to exist or become effective any consensual encumbrance or restriction
\n(other than encumbrances or restrictions imposed by law or by judicial or
\nregulatory action or by provisions in leases or other agreements that restrict
\nthe assignability thereof) on the ability of any Subsidiary of the Company to
\n(i) pay dividends or make any other distributions on its Capital Stock or any
\nother interest or participation in, or measured by, its profits, owned by the
\nCompany or any of its other Subsidiaries, or pay interest on or principal of any
\nIndebtedness owed to the Company or any of its other Subsidiaries, (ii) make
\nloans or advances to the Company or any of its other Subsidiaries or (iii)
\ntransfer any of its properties or assets to the Company or any of its other
\nSubsidiaries, in each case except for encumbrances or restrictions existing
\nunder or by reason of (a) applicable law, (b) the Credit Agreements, <\/p>\n
                                       44<\/p>\n
(c) Existing Indebtedness, (d) any restrictions under any agreement evidencing
\nany Acquired Indebtedness that was permitted to be incurred pursuant to this
\nIndenture and which was not incurred in anticipation or contemplation of the
\nrelated acquisition, provided that such restrictions and encumbrances only apply
\nto assets that were subject to such restrictions and encumbrances prior to the
\nacquisition of such assets by the Company or its Subsidiaries, (e) restrictions
\nor encumbrances replacing those permitted by clause (b), (c) or (d) above which,
\ntaken as a whole, are not materially more restrictive, (f) this Indenture, (g)
\nany restrictions and encumbrances arising in connection with Refinancing
\nIndebtedness; provided, however, that any restrictions or encumbrances of the
\ntype described in this clause (g) that arise under such Refinancing Indebtedness
\nare not, taken as a whole, materially more restrictive than those under the
\nagreement creating or evidencing the Indebtedness being refunded or refinanced,
\n(h) any restrictions with respect to a Subsidiary of the Company imposed
\npursuant to an agreement that has been entered into for the sale or other
\ndisposition of all or substantially all of the Capital Stock or assets of such
\nSubsidiary, (i) any agreement restricting the sale or other disposition of
\nproperty securing Indebtedness if such agreement does not expressly restrict the
\nability of a Subsidiary of the Company to pay dividends or make loans or
\nadvances and (j) customary restrictions in purchase money debt or leases
\nrelating to the property covered thereby.<\/p>\n
         Section 4.17 Limitations on Layering Indebtedness. Prior to the
\noccurrence of the Fall-Away Event, the Company will not, and will not permit any
\nof its Subsidiaries to, directly or indirectly, incur any Indebtedness that
\npurports to be by its terms subordinated to any other Indebtedness of the
\nCompany or such Subsidiary, as the case may be, unless such Indebtedness is also
\nexpressly subordinated to the Notes to the same extent and in the same manner as
\nsuch Indebtedness is subordinated to such other Indebtedness.<\/p>\n
         Section 4.18 Limitations on Liens After the Fall-Away Event. After the
\noccurrence of the Fall-Away Event, the Company shall not, nor shall it permit
\nany Subsidiary to, directly or indirectly, create or incur any Lien of any kind
\nsecuring Indebtedness for money borrowed upon any assets, whether now owned or
\nhereafter acquired, of the Company or any such Subsidiary without equally and
\nratably securing the Notes by a Lien ranking ratably with and equally to such
\nsecured Indebtedness, except that the foregoing restriction shall not apply to:
\n(i) Liens on assets of any corporation existing at the time such corporation
\nbecomes a Subsidiary; (ii) Liens on assets existing at the time of acquisition
\nthereof, or to secure the payment of the purchase price of such assets, or to
\nsecure Indebtedness incurred or guaranteed by the Company or a Subsidiary for
\nthe purpose of financing the purchase price of such assets or improvements or
\nconstruction thereon, which Indebtedness is incurred or guaranteed prior to, at
\nthe time of or within 360 days after such acquisition (or in the case of real
\nproperty, completion of such improvement or construction or commencement of full
\noperation of such property, whichever is later); (iii) Liens on any assets of a
\ncorporation existing at the time such corporation is merged into or consolidated
\nwith the Company or a Subsidiary or at the time of a purchase, lease or other
\nacquisition of the assets of a corporation or firm as an entirety or
\nsubstantially as an entirety by the Company or a Subsidiary; (iv) Liens on any
\nassets of the Company or a Subsidiary in favor of the United States of America
\nor any state thereof, or in favor of any other country, or in favor of any
\npolitical subdivision of any of the foregoing, to secure certain payments
\npursuant to any contract or statute or to secure any Indebtedness incurred or
\nguaranteed for the purpose of financing all or any part of the purchase price
\n(or, in the case of real property, the cost of construction) of the assets
\nsubject to such Liens (including, but not limited to, Liens incurred in<\/p>\n
                                       45<\/p>\n
connection with industrial revenue or similar financing involving a political
\nsubdivision, agency or authority thereof); (v) Liens relating to accounts
\nreceivable of the Company or any of its Subsidiaries which have been sold,
\nassigned or otherwise transferred to another Person in a transaction classified
\nas a sale of accounts receivable in accordance with GAAP (to the extent the sale
\nby the Company or the applicable Subsidiary is deemed to give rise to a Lien in
\nfavor of the purchaser thereof in such accounts receivable or the proceeds
\nthereof); or (vi) any other Permitted Lien.<\/p>\n
         Notwithstanding the above, the Company or any Subsidiary may, without
\nsecuring the Notes, create or assume any Indebtedness which is secured by a Lien
\nthat would otherwise be subject to the foregoing restriction, provided that
\nafter giving effect thereto the Exempted Debt (not including Attributable
\nIndebtedness in respect of Sale and Leaseback Transactions involving leases not
\nexceeding five years) then outstanding does not exceed 10% of the total
\nConsolidated Tangible Assets at such time.<\/p>\n
         Section 4.19 Limitation on Sale and Leaseback Transactions. After the
\noccurrence of the Fall-Away Event, neither the Company nor any Subsidiary shall,
\ndirectly or indirectly, enter into a Sale and Leaseback Transaction (except such
\ntransactions involving leases not exceeding five years) in respect of any of
\ntheir assets unless (i) the Company or such Subsidiary would be entitled
\npursuant to clauses (i) through (vi) contained in SECTION 4.18 to create, incur
\nor permit to exist a lien on the assets to be leased in an amount at least equal
\nto the Attributable Debt in respect of such transaction without equally and
\nratably securing the Notes, or (ii) the proceeds from the sale of the assets to
\nbe leased are at least equal to their fair market value and the proceeds are
\napplied to the purchase or acquisition (or, in the case of real property, the
\nconstruction) of assets or to the retirement of indebtedness.<\/p>\n
                                    ARTICLE 5<\/p>\n
                                SURVIVING ENTITY
\n                                —————-<\/p>\n
         Section 5.01 Limitations on Mergers and Consolidations Prior to the
\nFall-Away Event. Prior to the occurrence of the Fall-Away Event, the Company
\nshall not consolidate or merge with or into, or sell, lease, convey or otherwise
\ndispose of all or substantially all of its assets, or assign any of its
\nobligations under the Notes or this Indenture, to any Person unless: (i) the
\nPerson formed by or surviving such consolidation or merger (if other than the
\nCompany), or to which such sale, lease, conveyance or other disposition or
\nassignment shall be made (collectively, the “Successor”), is a corporation
\norganized and existing under the laws of the United States or any State thereof
\nor the District of Columbia, and the Successor assumes by supplemental indenture
\nin a form satisfactory to the Trustee all of the obligations of the Company
\nunder the Notes and this Indenture; (ii) immediately after giving effect to such
\nconsolidation, merger, sale, lease, conveyance or other disposition or
\nassignment and the use of any net proceeds therefrom on a pro forma basis, no
\nDefault or Event of Default shall have occurred and be continuing; (iii)
\nimmediately after giving effect to such consolidation,<\/p>\n
                                       46<\/p>\n
merger, sale, lease, conveyance or other disposition or assignment and the use
\nof any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth
\nof the Company or the Successor, as the case may be, would be at least equal to
\nthe Consolidated Net Worth of the Company immediately prior to such transaction;
\n(iv) immediately after giving effect to such consolidation, merger, sale, lease,
\nconveyance or other disposition or assignment and the use of any net proceeds
\ntherefrom on a pro forma basis, the EBITDA Coverage Ratio of the Company or the
\nSuccessor, as the case may be, would be such that the Company or the Successor,
\nas the case may be, would be entitled to incur at least $1.00 of additional
\nIndebtedness under the EBITDA Coverage Ratio test in SECTION 4.11 hereof; and
\n(v) the Company shall have delivered to the Trustee an Officers’ Certificate and
\nan Opinion of Counsel, each stating that such consolidation, merger, sale,
\nlease, conveyance or other disposition or assignment complies with the
\nprovisions of this Indenture.<\/p>\n
         Section 5.02 Limitations on Mergers and Consolidations After the
\nFall-Away Event. After the occurrence of the Fall-Away Event, the Company shall
\nnot consolidate with or merge into any other Person, or convey, transfer or
\nlease its properties and assets substantially as an entirety to any other
\nPerson, and the Company shall not permit any other Person to consolidate with or
\nmerge into the Company or convey, transfer or lease its properties and assets
\nsubstantially as an entirety to the Company, unless (a) either the Company shall
\nbe the continuing corporation, or the successor entity (if other than the
\nCompany) formed by such consolidation or merger or into which the properties and
\nassets of the Company substantially as an entirety are transferred or leased
\nshall be a corporation, partnership, limited liability company or trust
\norganized and existing under the laws of the United States of America, any State
\nthereof or the District of Columbia and shall expressly assume, by a
\nsupplemental indenture, executed and delivered to the Trustee, in a form
\nsatisfactory to the Trustee, all the obligations of the Company under the Notes
\nand this Indenture, and (b) immediately after giving effect to such transaction
\nand treating any Indebtedness that becomes an obligation of the Company or a
\nSubsidiary as a result of such transaction as having been incurred by the
\nCompany or such Subsidiary at the time of such transaction, no Default or Event
\nof Default shall have occurred and be continuing.<\/p>\n
         Section 5.03 Successor Substituted. Upon any consolidation, merger,
\nconveyance or any transfer of all or substantially all of the assets of the
\nCompany in accordance with SECTION 5.01 or SECTION 5.02 hereof, the surviving
\nentity formed by such consolidation or into which the Company or any such
\nSubsidiary is merged or to which such transfer is made shall succeed to, and be
\nsubstituted for, and may exercise every right and power of, the Company or such
\nSubsidiary, as the case may be, under this Indenture with the same effect as if
\nsuch surviving entity had been named as the Company or such Subsidiary, as the
\ncase may be, herein, and thereafter the predecessor entity shall be relieved of
\nall obligations and covenants under this Indenture and the Notes.<\/p>\n
                                    ARTICLE 6<\/p>\n
                              DEFAULTS AND REMEDIES
\n                              ———————<\/p>\n
         Section 6.01 Events of Default. An “Event of Default” means each one of
\nthe following events which shall have occurred and be continuing (whatever the
\nreason for such Event of Default and whether it shall be voluntary or
\ninvoluntary or be effected by operation of law or pursuant to any judgment,
\ndecree or order of any court or any order, rule or regulation of any
\nadministrative or governmental body) with respect to the Notes of a single
\nmaturity:<\/p>\n
                                       47<\/p>\n
                  (a) default in the payment of any installment of interest upon
\n         any of such Notes as and when the same shall become due and payable,
\n         and continuance of such default for a period of 30 days;<\/p>\n
                  (b) default in the payment of all or any part of the
\n         principal, or premium, if any, on any of such Notes as and when the
\n         same shall become due and payable either at its Stated Maturity, upon
\n         any redemption, by declaration or otherwise;<\/p>\n
                  (c) failure by the Company to comply with its obligations or
\n         covenants with respect to such Notes described under SECTION 4.12,
\n         SECTION 4.15 or ARTICLE 5 hereof;<\/p>\n
                  (d) failure on the part of the Company duly to observe or
\n         perform any other of the covenants or agreements on the part of the
\n         Company in such Notes or this Indenture (other than the covenants
\n         referred to in clauses (a), (b) and (c) above) for a period of 60 days
\n         after the date on which written notice specifying such failure, stating
\n         that such notice is a “Notice of Default” under this Indenture and
\n         demanding that the Company remedy the same, shall have been given by
\n         registered or certified mail, return receipt requested, to the Company
\n         by the Trustee, or to the Company and the Trustee by the holders of at
\n         least 25% in aggregate principal amount of such outstanding Notes;<\/p>\n
                  (e) default under any bond, debenture, note or other evidence
\n         of indebtedness for money borrowed by the Company or any Subsidiary of
\n         the Company or under any mortgage, indenture or instrument under which
\n         there may be issued or by which there may be secured or evidenced any
\n         indebtedness for money borrowed by the Company or any Subsidiary of the
\n         Company, whether such Indebtedness now exists or shall hereafter be
\n         created, if (i) such default results in such Indebtedness becoming or
\n         being declared due and payable prior to the date on which it would
\n         otherwise become due and payable, (ii) the principal amount of such
\n         Indebtedness, together with the principal amount of any other such
\n         Indebtedness which has been so accelerated, aggregates $25,000,000 or
\n         more at any one time outstanding and (iii) such Indebtedness is not
\n         discharged, or such acceleration is not rescinded or annulled, within a
\n         period of 10 days after there shall have been given to the Company by
\n         the Trustee or to the Company and the Trustee by the holders of at
\n         least 25% in aggregate principal amount of such outstanding Notes a
\n         written notice specifying such default and requiring the Company to
\n         cause such Indebtedness to be discharged or cause such acceleration to
\n         be rescinded or annulled;<\/p>\n
                  (f) a court having jurisdiction in the premises shall enter a
\n         decree or order for relief in respect of the Company or any Significant
\n         Subsidiary in an involuntary case under any applicable bankruptcy,
\n         insolvency or other similar law now or hereafter in effect, or
\n         appointing a receiver, liquidator, assignee, custodian, trustee,
\n         sequestrator or similar official of the Company or any Significant
\n         Subsidiary for any substantial part of its or their property or
\n         ordering the winding up or liquidation of its or their affairs, and
\n         such decree or order shall remain unstayed and in effect for a period
\n         of 60 consecutive days; or<\/p>\n
                  (g) the Company or any Significant Subsidiary shall commence a
\n         voluntary case under any applicable bankruptcy, insolvency or other<\/p>\n
                                       48<\/p>\n
         similar law now or hereafter in effect, or consent to the entry of an
\n         order for relief in an involuntary case under any such law, or consent
\n         to the appointment or taking possession by a receiver, liquidator,
\n         assignee, custodian, trustee, sequestrator (or similar official) of the
\n         Company or any Significant Subsidiary or for any substantial part of
\n         its or their property, or make any general assignment for the benefit
\n         of creditors.<\/p>\n
         Section 6.02 Acceleration. If an Event of Default (other than an Event
\nof Default specified in SECTION 6.01(F) or 6.01(G) hereof relating to the
\nCompany) shall have occurred and be continuing under this Indenture with respect
\nto the Notes of a particular maturity, the Trustee, by written notice to the
\nCompany, or the Holders of at least 25% in aggregate principal amount of such
\nNotes then outstanding by written notice to the Company and the Trustee, may
\ndeclare all amounts owing under such Notes to be due and payable. Upon
\neffectiveness of such acceleration, the aggregate principal of, premium, if any,
\nand interest on such outstanding Notes shall immediately become due and payable.
\nAt any time after such acceleration but before a judgment or decree based on
\nsuch acceleration is obtained by the Trustee, or any Holder, the Holders of a
\nmajority in aggregate principal amount of the outstanding Notes of such
\nmaturity, by written notice to the Company and the Trustee, may rescind and
\nannul such acceleration if:<\/p>\n
                  (a) the Company has paid or deposited with the Trustee a sum
\n         sufficient to pay:<\/p>\n
                  (1) all overdue interest on such Notes;<\/p>\n
                  (2) all unpaid principal of and premium, if any, on any of
\n         such outstanding Notes that has become due otherwise than by such
\n         declaration of acceleration and interest thereon at the rate borne by
\n         such Notes;<\/p>\n
                  (3) to the extent that payment of such interest is lawful,
\n         interest upon overdue interest and overdue principal at the rate borne
\n         by such Notes; and<\/p>\n
                  (4) all sums paid or advanced by the Trustee under this
\n         Indenture and the reasonable compensation, expenses, disbursements and
\n         advances of the Trustee, its agents and counsel;<\/p>\n
                  (b) all Events of Default, other than the non-payment of
\namounts of principal of, premium, if any, or interest on such Notes that have
\nbecome due solely by such declaration of acceleration, have been cured or
\nwaived; and<\/p>\n
                  (c) in the event of the cure or waiver of an Event of Default
\nwith respect to the Company of the type described in SECTION 6.01(F) OR 6.01(G)
\nhereof, the Trustee shall have received an Officers’ Certificate and an Opinion
\nof Counsel that such Event of Default has been cured or waived.<\/p>\n
                  No such rescission shall affect any subsequent Default or
\nimpair any right consequent thereto.<\/p>\n
                  In case an Event of Default with respect to the Company of the
\ntype described in SECTION 6.01(F) OR 6.01(G) hereof shall occur, the aggregate<\/p>\n
                                       49<\/p>\n
principal of, premium, if any, and interest on the outstanding Notes shall
\nimmediately become due and payable without any declaration or other act on the
\npart of the Trustee or the Holders.<\/p>\n
         Section 6.03 Other Remedies. If an Event of Default occurs and is
\ncontinuing with respect to the Notes of a particular maturity, the Trustee may
\npursue any available remedy by proceeding at law or in equity to collect the
\npayment of principal of, or premium, if any, and interest on such Notes or to
\nenforce the performance of any provision of such Notes or this Indenture and may
\ntake any necessary action requested of it as Trustee to settle, compromise,
\nadjust or otherwise conclude any proceedings to which it is a party.<\/p>\n
         The Trustee may maintain a proceeding even if it does not possess any
\nof such Notes or does not produce any of them in the proceeding. A delay or
\nomission by the Trustee or any Holder in exercising any right or remedy accruing
\nupon an Event of Default shall not impair the right or remedy or constitute a
\nwaiver of or acquiescence in the Event of Default. No remedy is exclusive of any
\nother remedy. All available remedies are cumulative to the extent permitted by
\nlaw.<\/p>\n
         Section 6.04 Waiver of Existing Defaults and Events of Default. Subject
\nto SECTIONS 2.08, 6.02, 6.07 and 8.02 hereof, the Holders of a majority in
\nprincipal amount of the Notes of a single maturity then outstanding have the
\nright to waive existing Defaults as to such Notes under or compliance with any
\nprovision of this Indenture or such Notes except a continuing Default in the
\npayment of the principal of, or interest or premium, if any, on any such Note as
\nspecified in clauses (a) and (b) of SECTION 6.01 hereof or in respect of a
\ncovenant or a provision which cannot be modified or amended without the consent
\nof all Holders as provided for in SECTION 8.02 hereof. The Company shall deliver
\nto the Trustee an Officers’ Certificate stating that the requisite percentage of
\nHolders have consented to such waiver and attach copies of such consents. In
\ncase of any such waiver, the Company, the Trustee and the Holders shall be
\nrestored to their former positions and rights hereunder and under such Notes,
\nrespectively. This paragraph of this SECTION 6.04 shall be in lieu of ss.
\n316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby expressly
\nexcluded from this Indenture and the Notes, as permitted by the TIA.<\/p>\n
         Upon any such waiver, such Default shall cease to exist and be deemed
\nto have been cured and not to have occurred, and any Event of Default arising
\ntherefrom shall be deemed to have been cured and not to have occurred for every
\npurpose of this Indenture, but no such waiver shall extend to any subsequent or
\nother Default or Event of Default or impair any right consequent thereto.<\/p>\n
         Section 6.05 Control by Majority. Subject to SECTION 2.08 hereof, the
\nHolders of a majority in principal amount of the then outstanding Notes of a
\nsingle maturity shall have the right to direct the time, method and place of
\nconducting any proceeding for exercising any remedy available to the Trustee or
\nexercising any trust or power conferred on the Trustee by this Indenture. The
\nTrustee, however, may refuse to follow any direction that conflicts with law or
\nthis Indenture or that the Trustee determines in its reasonable judgment may be
\nunduly prejudicial to the rights of another Holder of such Notes not taking part
\nin such direction, and the Trustee shall have the right to decline to follow any
\nsuch direction if the Trustee, being advised by counsel, determines that the
\naction so directed may not lawfully be taken or if the Trustee in good faith<\/p>\n
                                       50<\/p>\n
shall, by a Trust Officer, determine that the proceedings so directed may
\ninvolve it in personal liability; provided that the Trustee may take any other
\naction deemed proper by the Trustee which is not inconsistent with such
\ndirection. In the event the Trustee takes any action or follows any direction
\npursuant to this Indenture, the Trustee shall be entitled to indemnification
\nsatisfactory to it in its sole discretion against any loss or expense caused by
\ntaking such action or following such direction. This SECTION 6.05 shall be in
\nlieu of Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the
\nTIA is hereby expressly excluded from this Indenture and the Notes, as permitted
\nby the TIA.<\/p>\n
         Section 6.06 Limitation on Suits. Subject to SECTION 6.07 hereof, no
\nHolder has any right to institute any proceeding with respect to this Indenture
\nor any remedy hereunder unless:<\/p>\n
                  (1)      the Holder gives the Trustee written notice of a
\n         continuing Event of Default with respect to the Notes of the maturity
\n         owned by such Holder;<\/p>\n
                  (2) the Holders of at least 25% in aggregate principal amount
\n         of the outstanding Notes of that maturity make a written request to the
\n         Trustee to pursue the remedy;<\/p>\n
                  (3) such Holder or Holders offer to the Trustee indemnity
\n         reasonably satisfactory to the Trustee against any loss, liability or
\n         expense which may be incurred in compliance with such request;<\/p>\n
                  (4)      the Trustee fails to institute such proceeding within
\n         60 calendar days after receipt of such notice and the offer of
\n         indemnity; and<\/p>\n
                  (5) the Trustee has not received directions inconsistent with
\n         such written request during such 60-day period by the Holders of a
\n         majority in aggregate principal amount of such then outstanding Notes.<\/p>\n
                  A Holder may not use this Indenture to prejudice the rights of
\nanother Holder of the same maturity of Notes or to obtain a preference or
\npriority over another Holder of the same maturity of Notes.<\/p>\n
         Section 6.07 Rights of Holders To Receive Payment. Notwithstanding any
\nother provision of this Indenture, the right of any Holder to receive payment of
\nprincipal of, or premium, if any, or accrued interest on any Note held by such
\nHolder on or after the respective due dates expressed in such Note, or to bring
\nsuit for the enforcement of any such payment on or after such respective dates,
\nis absolute and unconditional (subject to the terms of this Indenture) and shall
\nnot be impaired or affected without the consent of such Holder.<\/p>\n
         Section 6.08 Collection Suit by Trustee. If an Event of Default occurs
\nand is continuing, the Trustee may recover judgment in its own name and as
\ntrustee of an express trust against the Company for the whole amount of unpaid
\nprincipal, premium, if any, and accrued interest remaining unpaid, together
\nwith, to the extent that payment of such interest is lawful, interest on overdue
\nprincipal and interest on overdue installments of interest, in each case at the
\nrate set forth in the Notes with respect to which such Event of Default has
\noccurred, and such further amounts as shall be sufficient to cover the costs and
\nexpenses of collection, including the <\/p>\n
                                       51<\/p>\n
reasonable  compensation,  expenses,  disbursements  and  advances  of  the
\nTrustee, its agents and counsel.<\/p>\n
         Section 6.09 Trustee May File Proofs of Claim. The Trustee may file
\nsuch proofs of claim and other papers or documents as may be necessary or
\nadvisable in order to have the claims of the Trustee (including any claim for
\nthe reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agents and counsel) and the Holders allowed in any judicial
\nproceedings relative to the Company (or any other obligor upon the Notes), its
\ncreditors or its property and shall be entitled and empowered to collect and
\nreceive any monies or other property payable or deliverable on any such claims
\nand to distribute the same after deduction of its charges and expenses to the
\nextent that any such charges and expenses are not paid out of the estate in any
\nsuch proceedings and any custodian in any such judicial proceeding is hereby
\nauthorized by each Holder to make such payments to the Trustee, and in the event
\nthat the Trustee shall consent to the making of such payments directly to the
\nHolders, to pay to the Trustee any amount due to it for the reasonable
\ncompensation, expenses, disbursements and advances of the Trustee, its agents
\nand counsel, and any other amounts due the Trustee under SECTION 7.07 hereof.<\/p>\n
         Nothing herein contained shall be deemed to authorize the Trustee to
\nauthorize or consent to or accept or adopt on behalf of any Holder any plan of
\nreorganization, arrangement, adjustment or composition affecting the Holder’s
\nNotes or the rights of any Holder thereof, or to authorize the Trustee to vote
\nin respect of the claim of any Holder in any such proceedings.<\/p>\n
         Section 6.10        Priorities.  If the Trustee collects any money
\npursuant to this ARTICLE 6, it shall pay out the money in the following order:<\/p>\n
                  FIRST:  to the Trustee for amounts due under Section 7.07
\n         hereof;<\/p>\n
                  SECOND:  if the Holders are forced to proceed against the
\n         Company directly without the Trustee, to Holders for their collection
\n         costs; and<\/p>\n
                  THIRD: to Holders of the Notes with respect to which such
\n         money has been collected, for amounts due and unpaid on such Notes for
\n         principal, premium, if any, and interest as to each, ratably, without
\n         preference or priority of any kind as to Notes of that maturity,
\n         according to the amounts due and payable on such Notes.<\/p>\n
         The Trustee, upon prior written notice to the Company, may fix a Record
\nDate and payment date for any payment to Holders pursuant to this SECTION 6.10.<\/p>\n
         Section 6.11 Undertaking for Costs. In any suit for the enforcement of
\nany right or remedy under this Indenture or in any suit against the Trustee for
\nany action taken or omitted by it as Trustee, a court in its discretion may
\nrequire the filing by any party litigant in the suit of an undertaking to pay
\nthe costs of the suit, and the court in its discretion may assess reasonable
\ncosts, including reasonable attorneys’ fees, against any party litigant in the
\nsuit, having due regard to the merits and good faith of the claims or defenses
\nmade by the party litigant. This Section 6.11 does not apply to a suit by the
\nTrustee, a suit by a Holder pursuant to Section 6.07 hereof or a suit by Holders
\nof more than 10% in principal amount of the Notes of a particular maturity then
\noutstanding.<\/p>\n
                                       52<\/p>\n
                                    ARTICLE 7<\/p>\n
                                     TRUSTEE
\n                                     ——-<\/p>\n
         Section 7.01 Duties of Trustee. (a) If an Event of Default actually
\nknown to a Trust Officer of the Trustee has occurred and is continuing, the
\nTrustee shall exercise such rights and powers vested in it by this Indenture and
\nuse the same degree of care and skill in their exercise as a prudent Person
\nwould exercise under the circumstances in the conduct of such Person’s own
\naffairs.<\/p>\n
                  (b) Except during the continuance of a Default or an Event of
\n         Default:<\/p>\n
                  (1) The Trustee need perform only those duties and obligations
\n         that are specifically set forth in this Indenture.<\/p>\n
                  (2) In the absence of bad faith on its part, the Trustee may
\n         conclusively rely, as to the truth of the statements and the
\n         correctness of the opinions expressed therein, upon certificates or
\n         opinions furnished to the Trustee and conforming to the requirements of
\n         this Indenture, but, in the case of any such certificates or opinions
\n         which by any provision hereof are specifically required to be furnished
\n         to the Trustee, the Trustee shall be under a duty to examine the same
\n         to determine whether or not they conform to the requirements of this
\n         Indenture.<\/p>\n
                  (c) Notwithstanding anything to the contrary herein contained,
\nthe Trustee may not be relieved from liability for its own negligent action, its
\nown negligent failure to act, or its own willful misconduct, except that:<\/p>\n
                  (A) This paragraph does not limit the effect of paragraph (b)
\nof this SECTION 7.01.<\/p>\n
                  (B) The Trustee shall not be liable for any error of judgment
\n         made in good faith by a Trust Officer of the Trustee, unless it is
\n         proved that the Trustee was negligent in ascertaining the pertinent
\n         facts.<\/p>\n
                  (C) The Trustee shall not be liable with respect to any action
\n         it takes or omits to take in good faith in accordance with a direction
\n         received by it pursuant to SECTION 6.02, 6.04 or 6.05 hereof.<\/p>\n
                  (d) No provision of this Indenture shall require the Trustee
\nto expend or risk its own funds or otherwise incur any financial liability in
\nthe performance of any of its duties hereunder or to take or omit to take any
\naction under this Indenture or take any action at the request or direction of
\nHolders if it shall have reasonable grounds for believing that repayment of such
\nfunds is not assured to it or it does not receive from such Holders an indemnity
\nreasonably satisfactory to it against such risk, liability, loss, fee or expense
\nwhich might be incurred by it in compliance with such request or direction.<\/p>\n
                                       53<\/p>\n
                  (e) Whether or not expressly so provided, the provisions of
\nthe TIA and paragraphs (a), (b), (c) and (d) of this SECTION 7.01 shall govern
\nevery provision of this Indenture that in any way relates to the Trustee.<\/p>\n
                  (f) The Trustee shall not be liable for interest on any money
\nreceived by it except as the Trustee may agree in writing with the Company.
\nMoney held in trust by the Trustee need not be segregated from other funds
\nexcept to the extent required by the law or as otherwise agreed to in writing by
\nthe Trustee and the Company.<\/p>\n
                  (g) Unless otherwise specifically provided in this Indenture,
\nany demand, request direction or notice from the Company shall be sufficient if
\nsigned by an Officer of the Company.<\/p>\n
         Section 7.02 Rights of Trustee.  Subject to SECTION 7.01 hereof:<\/p>\n
                  (1) The Trustee may conclusively rely on any document believed
\n         by it in good faith to be genuine and to have been signed or presented
\n         by the proper Person. The Trustee need not investigate any fact or
\n         matter stated in the document.<\/p>\n
                  (2) Before the Trustee acts or refrains from acting with
\n         respect to any matters contemplated by this Indenture or the Notes it
\n         may require an Officers’ Certificate or an Opinion of Counsel, or both,
\n         which shall conform to the provisions of SECTION 10.05 hereof. The
\n         Trustee shall be fully protected and shall not be liable for any action
\n         it takes or omits to take in good faith in reliance on such Officers’
\n         Certificate or Opinion of Counsel.<\/p>\n
                  (3) The Trustee may act through agents, attorneys, custodians
\n         or nominees and shall not be responsible for the misconduct or
\n         negligence of any agent, attorney, custodian or nominee appointed with
\n         due care by it hereunder.<\/p>\n
                  (4) The Trustee shall not be liable for any action it takes or
\n         omits to take in good faith which it reasonably believes to be
\n         authorized or within its rights or powers under this Indenture.<\/p>\n
                  (5) Before the Trustee acts or refrains from acting with
\n         respect to any matters contemplated by this Indenture or the Notes, the
\n         Trustee may consult with counsel of its selection, and the advice or
\n         opinion of such counsel, accountant, appraiser or other expert adviser
\n         whether retained or employed by the Company or the Trustee shall be
\n         full and complete authorization and protection from liability in
\n         respect of any action taken, omitted or suffered by it hereunder in
\n         good faith and in reliance thereon.<\/p>\n
                  (6) The Trustee shall not be bound to make any investigation
\n         into the facts or matters stated in any resolution, certificate,
\n         statement, instrument, opinion, report, notice, request, direction,
\n         consent, order, bond, debenture or other paper or document, but the
\n         Trustee, in its discretion, may make such further inquiry or
\n         investigation into such facts or matters as it may see fit, and if the
\n         Trustee shall determine in good faith to make such further inquiry or
\n         investigation, it shall be entitled to examine the books, records and
\n         premises of the Company, personally or by agent or attorney at the sole
\n         cost of the<\/p>\n
                                       54<\/p>\n
         Company and shall incur no liability or additional liability of any
\n         kind by reason of such inquiry or investigation.<\/p>\n
                  (7) In no event shall the Trustee be liable for the selection
\n         of investments or for investment losses incurred thereon. The Trustee
\n         shall have no liability in respect of losses incurred as a result of
\n         the liquidation of any such investment prior to its Stated Maturity or
\n         the failure of the party directing such investment to provide timely
\n         written investment direction. The Trustee shall have no obligation to
\n         invest or reinvest any amounts held hereunder in the absence of
\n         specific written investment direction.<\/p>\n
                  (8) The rights, privileges, immunities and protections
\n         afforded to the Trustee pursuant to this Indenture (including, without
\n         limitation, the right to be indemnified) shall also be afforded to the
\n         Trustee in each of its capacities hereunder and each Paying Agent,
\n         Registrar, Co-Registrar, Custodian, transfer agent or tender agent and
\n         each agent or other Person employed to act hereunder.<\/p>\n
                  (9) The Trustee shall not be deemed to have notice of any
\n         Default or Event of Default unless a Trust Officer of the Trustee has
\n         actual knowledge thereof or unless written notice of any event which is
\n         in fact such a default is received by the Trustee at the Corporate
\n         Trust Office of the Trustee, and such notice references the Notes and
\n         this Indenture.<\/p>\n
                  (10) The Trustee may request that the Company deliver an
\n         Officers’ Certificate setting forth the names of individuals and\/or
\n         titles of officers authorized at such time to take specified actions
\n         pursuant to this Indenture, which Officers’ Certificate may be signed
\n         by any person authorized to sign an Officers’ Certificate, including
\n         any person specified as so authorized in any such certificate
\n         previously delivered and not superseded.<\/p>\n
         Section 7.03 Individual Rights of Trustee. The Trustee in its
\nindividual or any other capacity may become the owner or pledgee of Notes and
\nmay make loans to, accept deposits from, perform services for or otherwise deal
\nwith the Company, or any Affiliates thereof, with the same rights it would have
\nif it were not Trustee. Any Agent may do the same with like rights. The Trustee,
\nhowever, shall be subject to SECTIONS 7.10 and 7.11 hereof.<\/p>\n
         Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible
\nfor and makes no representation as to the validity or adequacy of this Indenture
\nor the Notes or any recitals therein, it shall not be accountable for the
\nCompany’s use of the proceeds from the sale of Notes or any money paid to the
\nCompany pursuant to the terms of this Indenture and it shall not be responsible
\nfor any statement in the Notes other than its certificate of authentication.<\/p>\n
         Section 7.05 Notice of Defaults. If a Default or an Event of Default
\noccurs and is continuing and is known to a Trust Officer of the Trustee, the
\nTrustee shall mail to each Holder notice of the uncured Default or Event of
\nDefault within 5 days after obtaining knowledge thereof. Except in the case of a
\nDefault or an Event of Default in payment of principal of, premium, if any, or
\ninterest on, any Note, including an accelerated payment and the failure to make
\npayment on the Change of Control Payment Date pursuant to a Change of Control
\nOffer or on the Excess Proceeds Payment Date pursuant to an Asset Sale Offer,
\nand except in the case of<\/p>\n
                                       55<\/p>\n
a failure to comply with ARTICLE 5 hereof, the Trustee may withhold the notice
\nif and so long as a committee of its Trust Officers in good faith determines
\nthat withholding the notice is in the best interest of the Holders. This SECTION
\n7.05 shall be in lieu of the proviso to Section 315(b) of the TIA, and such
\nproviso of Section 315(b) of the TIA is hereby expressly excluded from this
\nIndenture and the Notes, as permitted by the TIA.<\/p>\n
         Section 7.06 Reports by Trustee to Holders. If required by TIA Section
\n313(a), within 60 days after May 15 of any year, commencing on May 15, 2002, the
\nTrustee shall transmit by mail to each Holder a brief report dated as of such
\nMay 15 that complies with TIA Section 313(a). The Trustee also shall comply with
\nthe reporting requirements of TIA Sections 313(b), (c) and (d).<\/p>\n
         A copy of each such report at the time of such mailing to Holders shall
\nbe mailed to the Company and, if the Notes are listed on a stock exchange, filed
\nwith the Commission and each stock exchange on which the Notes are listed as
\nprovided by TIA Section 313(d). The Company shall promptly notify the Trustee
\nwhen the Notes are listed on any stock exchange and any delisting thereof.<\/p>\n
         Section 7.07 Compensation and Indemnity. The Company shall pay to the
\nTrustee from time to time such compensation as may from time to time be agreed
\nin writing between the Company and the Trustee for its services hereunder (which
\ncompensation shall not be limited by any provision of law in regard to the
\ncompensation of a trustee of an express trust). Except as otherwise provided
\nherein, the Company shall reimburse the Trustee upon request for all reasonable
\ndisbursements, expenses and advances incurred or made by it in connection with
\nits duties under this Indenture, including the reasonable compensation,
\ndisbursements and expenses of the Trustee’s agents, counsel, custodians and
\nnominees, except for any such disbursement or expense as may be attributable to
\nthe Trustee’s negligence, bad faith or willful misconduct.<\/p>\n
         The Company shall indemnify each of the Trustee and its officers,
\ndirectors, employees and agents and any predecessor Trustee and its officers,
\ndirectors, employees and agents for, and hold it or them harmless against, any
\nand all loss, damage, claim, liability or reasonable expense, including taxes
\n(other than franchise taxes and taxes based on the income of the Trustee)
\nincurred by it or them in connection with the acceptance or performance of its
\nduties under this Indenture and any other documents and transactions in
\nconnection therewith including the reasonable costs and expenses of defending
\nitself against any claim (whether asserted by the Company, or any Holder or any
\nother Person) or liability in connection with the exercise or performance of any
\nof its or their powers or duties hereunder (including, without limitation,
\nsettlement costs, provided any settlement with respect to which indemnification
\nis sought shall have been consented to by the Company). The Trustee shall notify
\nthe Company in writing promptly of any claim asserted against the Trustee for
\nwhich it may seek indemnity. However, the failure by the Trustee to so notify
\nthe Company shall not relieve the Company of its obligations hereunder except to
\nthe extent the Company is prejudiced thereby. This SECTION 7.07 shall survive
\nthe termination of this Indenture and the earlier resignation or removal of the
\nTrustee.<\/p>\n
         Notwithstanding the foregoing, the Company need not reimburse the
\nTrustee for any expense or indemnify it against any loss, damage, claim or
\nliability incurred by the Trustee<\/p>\n
                                       56<\/p>\n
through its negligence, bad faith or willful misconduct. To secure the payment
\nobligations of the Company in this SECTION 7.07, the Trustee shall have a lien
\nprior to the Notes on all money or property held or collected by the Trustee
\nexcept such money or property held in trust to pay principal of and interest on
\nparticular Notes.<\/p>\n
         When the Trustee incurs expenses or renders services after an Event of
\nDefault specified in SECTION 6.01(F) or 6.01(G) hereof occurs, the expenses
\n(including the reasonable charges and expenses of its counsel) and the
\ncompensation for the services are intended to constitute expenses of
\nadministration under any Federal or state bankruptcy, insolvency or similar law.<\/p>\n
         The obligation of the Company under this SECTION 7.07 shall survive the
\nresignation or removal of the Trustee and the satisfaction and discharge of this
\nIndenture.<\/p>\n
         Section 7.08 Replacement of Trustee. The Trustee may resign by so
\nnotifying the Company in writing. The Holders of a majority in principal amount
\nof the then outstanding Notes of a particular maturity may remove the Trustee
\nwith respect to such Notes by notifying the removed Trustee and the Company in
\nwriting and may appoint a successor Trustee with the Company’s written consent.
\nThe Company may remove the Trustee at its election if:<\/p>\n
                  (1) the Trustee fails to comply with SECTION 7.10 hereof;<\/p>\n
                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
\n         order for relief is entered with respect to the Trustee under any
\n         Bankruptcy Law;<\/p>\n
                  (3) a receiver or other public officer takes charge or control
\n         of the Trustee or its property or affairs; or<\/p>\n
                  (4) the Trustee otherwise becomes incapable of acting.<\/p>\n
         If the Trustee resigns or is removed or if a vacancy exists in the
\noffice of Trustee for any reason, the Company shall promptly appoint a successor
\nTrustee.<\/p>\n
         No resignation or removal of the Trustee shall become effective until
\nthe acceptance of appointment by the successor Trustee. If a successor Trustee
\ndoes not take office within 30 days after the retiring Trustee resigns or is
\nremoved, the retiring Trustee, the Company or the Holders of a majority in
\nprincipal amount of the outstanding Notes of a particular maturity may petition
\nany court of competent jurisdiction at the expense of the Company for the
\nappointment of a successor Trustee with respect to such Notes.<\/p>\n
         If the Trustee fails to comply with SECTION 7.10 hereof, any Holder may
\npetition any court of competent jurisdiction for the removal of the Trustee and
\nthe appointment of a successor Trustee if the Trustee fails after written
\nrequest thereof by such Holder to comply with such SECTION 7.10.<\/p>\n
         A successor Trustee shall deliver a written acceptance of its
\nappointment to the retiring Trustee and to the Company. Immediately following
\nsuch delivery, the resignation or removal of the retiring Trustee shall become
\neffective and the retiring Trustee shall, subject to its rights under SECTION
\n7.07 hereof, transfer all property held by it as Trustee to the successor
\nTrustee, <\/p>\n
                                       57<\/p>\n
and the successor Trustee, after any and all amounts then due and owing the
\nTrustee hereunder have been paid in full, shall have all the rights, powers and
\nduties of the Trustee under this Indenture. A successor Trustee shall mail
\nnotice of its succession to each Holder. Notwithstanding replacement of the
\nTrustee pursuant to this SECTION 7.08, the Company’s obligations under SECTION
\n7.07 hereof shall continue for the benefit of the retiring Trustee.<\/p>\n
         Section 7.09 Successor Trustee by Consolidation, Merger or Conversion.
\nIf the Trustee consolidates with, merges or converts into, or transfers all or
\nsubstantially all of its corporate trust assets to, another corporation, subject
\nto SECTION 7.10 hereof, the successor corporation without any further act shall
\nbe the successor Trustee. In case at the time such successor or successors by
\nmerger, conversion or consolidation to the Trustee shall succeed to the trusts
\ncreated by this Indenture any of the Notes shall have been authenticated but not
\ndelivered, any such successor to the Trustee may adopt the certificate of
\nauthentication of any predecessor trustee, and deliver such Notes so
\nauthenticated; and in case at that time any of the Notes shall not have been
\nauthenticated, any such successor to the Trustee may authenticate such Notes
\neither in the name of any predecessor hereunder or in the name of the successor
\nto the Trustee; and in all such cases such certificates shall have the full
\nforce which, under any provision of the Notes or in this Indenture, the
\ncertificate of the Trustee shall have.<\/p>\n
         Section 7.10 Eligibility; Disqualification. This Indenture shall always
\nhave a Trustee which shall be eligible to act as Trustee under TIA Sections
\n310(a)(1) and 310(a)(2). The Trustee shall have a combined capital and surplus
\nof at least $50,000,000 as set forth in its most recent published annual report
\nof condition. If the Trustee has or shall acquire any “conflicting interest”
\nwithin the meaning of TIA Section 310(b), the Trustee and the Company shall
\ncomply with the provisions of TIA Section 310(b); provided, however, that there
\nshall be excluded from the operation of TIA Section 310(b)(1) any indenture or
\nindentures under which other securities or certificates of interest or
\nparticipation in other securities of the Company are outstanding if the
\nrequirements for such exclusion set forth in TIA Section 310(b)(1) are met. If
\nat any time the Trustee shall cease to be eligible in accordance with the
\nprovisions of this SECTION 7.10, the Trustee shall resign immediately in the
\nmanner and with the effect hereinbefore specified in this ARTICLE 7.<\/p>\n
         Section 7.11 Preferential Collection of Claims Against Company. The
\nTrustee shall comply with TIA Section 311(a), excluding any creditor
\nrelationship listed in TIA Section 311(b). A Trustee who has resigned or been
\nremoved shall be subject to TIA Section 311(a) to the extent indicated therein.<\/p>\n
                                    ARTICLE 8<\/p>\n
               MODIFICATIONS, AMENDMENTS, SUPPLEMENTS AND WAIVERS
\n               ————————————————–<\/p>\n
         Section 8.01 Without Consent of Holders. The Company, when authorized
\nby a Board Resolution of the Company, and the Trustee may modify, amend or
\nsupplement this Indenture or the Notes, as to a single maturity of Notes or as
\nto all of the Notes, without notice to or consent of any Holder:<\/p>\n
                                       58<\/p>\n
                  (1) to cure any ambiguity, or to correct or supplement any
\n         provision in this Indenture or such Notes or make any other provisions
\n         with respect to matters or questions arising under this Indenture or
\n         such Notes; provided that, in each case, such provisions shall not
\n         adversely affect the interest of the Holders of such Notes;<\/p>\n
                  (2) to provide for uncertificated Notes in addition to or in
\n         place of certificated Notes;<\/p>\n
                  (3) to provide for the assumption by a successor corporation
\n         of the Company’s obligations under this Indenture;<\/p>\n
                  (4) to add guarantees with respect to the Notes;<\/p>\n
                  (5) to secure the Notes;<\/p>\n
                  (6) to add to the covenants of the Company or the Events of
\n         Default for the benefit of Holders;<\/p>\n
                  (7) to surrender any right or power conferred on the Company;
\n         or<\/p>\n
                  (8) to make any other change that does not adversely affect
\n         the rights of any Holder or to comply with any requirement of the
\n         Commission in connection with the qualification of this Indenture under
\n         the Trust Indenture Act.<\/p>\n
         Section 8.02 With Consent of Holders. Subject to SECTION 6.07 hereof,
\nthe Company and the Trustee may modify, amend or supplement this Indenture or
\nthe Notes, as to a single maturity of Notes or as to all of the Notes, with the
\nwritten consent of the Holders of a majority in principal amount of the then
\noutstanding Notes to be affected thereby (including consents obtained in
\nconnection with a tender offer or exchange offer for, or purchase of, such
\nNotes). Subject to SECTIONS 6.04 and 6.07 hereof, the Holders of a majority in
\nprincipal amount of such then outstanding Notes may waive compliance by the
\nCompany with any provision of this Indenture (as to such Notes) or such Notes.
\nHowever, without the consent of each Holder affected (including consents
\nobtained in connection with a tender offer or exchange offer for, or purchase
\nof, such Notes), a modification, amendment, supplement or waiver, including a
\nwaiver pursuant to SECTION 6.04 hereof, may not:<\/p>\n
                  (1) change the Stated Maturity of the principal of, or any
\n         installment of interest on, such Note or alter the optional redemption
\n         provisions thereof;<\/p>\n
                  (2) reduce the principal amount of, or premium, if any, or
\n         interest on, such Note or extend the time of payments under such Notes;<\/p>\n
                  (3) modify the ranking of such Notes in a manner adverse to
\n         the Holder;<\/p>\n
                  (4) change the place or currency of payment of principal of,
\n         or premium, if any, or interest on, such Note;<\/p>\n
                                       59<\/p>\n
                  (5) alter the provisions with respect to the obligation of the
\n         Company to make a Change of Control Offer in accordance with SECTION
\n         4.15 hereof or to make an Asset Sale Offer in accordance with SECTION
\n         4.12 hereof;<\/p>\n
                  (6) impair the right to institute suit for the enforcement of
\n         any payment on or with respect to such Note; or<\/p>\n
                  (7) reduce the percentage in principal amount of such
\n         outstanding Notes, the consent of whose Holders is required for
\n         modification or amendment of this Indenture as to such Notes or for
\n         waiver of compliance with certain provisions of this Indenture or for
\n         waiver of certain Defaults or Events of Default.<\/p>\n
         After an amendment, supplement or waiver under this SECTION 8.02
\nbecomes effective, the Company shall mail to the Holders of such Notes a notice
\nbriefly describing the amendment, supplement or waiver. Any failure of the
\nCompany to mail such notice, or any defect therein, shall not, however, in any
\nway impair or affect the validity of any such supplemental indenture.<\/p>\n
         Upon the request of the Company, accompanied by a Board Resolution
\nauthorizing the execution of any such supplemental indenture, and upon the
\nreceipt by the Trustee of evidence reasonably satisfactory to the Trustee of the
\nconsent of the Holders as aforesaid and upon receipt by the Trustee of the
\ndocuments described in SECTION 8.06 hereof, the Trustee shall join with the
\nCompany in the execution of such supplemental indenture unless such supplemental
\nindenture affects the Trustee’s own rights, duties or immunities under this
\nIndenture, in which case the Trustee may in its own discretion, but shall not be
\nobligated to, enter into such supplemental indenture.<\/p>\n
         It shall not be necessary for the consent of the Holders under this
\nSECTION 8.02 to approve the particular form of any proposed amendment,
\nsupplement or waiver, but it shall be sufficient if such consent approves the
\nsubstance thereof.<\/p>\n
         Section 8.03 Compliance with TIA. Every amendment to or supplement of
\nthis Indenture or the Notes shall comply with the TIA as then in effect.<\/p>\n
         Section 8.04 Revocation and Effect of Consents. Until an amendment,
\nwaiver or supplement becomes effective, a consent to it by a Holder is a
\ncontinuing consent by the Holder and every subsequent Holder of a Note or
\nportion of a Note that evidences the same debt as the consenting Holder’s Note,
\neven if notation of the consent is not made on any Note. Subject to the
\nfollowing paragraph, any such Holder or subsequent Holder may revoke the consent
\nas to such Holder’s Note or portion of such Note by notice to the Trustee or the
\nCompany received before the date on which the Trustee receives an Officers’
\nCertificate certifying that the Holders of the requisite principal amount of
\nNotes have consented (and not theretofore revoked such consent) to the
\namendment, supplement or waiver.<\/p>\n
         The Company may, but shall not be obligated to, fix a Record Date for
\nthe purpose of determining the Holders entitled to consent to any amendment,
\nsupplement or waiver. If a Record Date is fixed, then notwithstanding the last
\nsentence of the immediately preceding paragraph, those Persons who were Holders
\nat such Record Date (or their duly designated proxies), and only those Persons,
\nshall be entitled to revoke any consent previously given, <\/p>\n
                                       60<\/p>\n
whether or not such Persons shall continue to be Holders after such Record Date.
\nNo such consent shall be valid or effective for more than 90 days after such
\nRecord Date.<\/p>\n
         After an amendment, supplement or waiver becomes effective, it shall
\nbind every Holder of such Notes, unless it makes a change described in any of
\nclauses (1) through (7) of Section 8.02 hereof, in which case, the amendment,
\nsupplement or waiver shall bind only each Holder of such a Note who has
\nconsented to it and every subsequent Holder of such a Note or portion of such a
\nNote that evidences the same debt as the consenting Holder’s Note; provided that
\nany such waiver shall not, without the consent of such Holder, impair or affect
\nthe right of any Holder to receive payment of principal of and interest on such
\na Note, on or after the respective due dates expressed in such Note, or to bring
\nsuit for the enforcement of any such payment on or after such respective dates.<\/p>\n
         Section 8.05 Notation on or Exchange of Notes. If an amendment,
\nsupplement or waiver changes the terms of a Note, the Trustee may request the
\nHolder to deliver it to the Trustee. In such case, the Trustee shall place an
\nappropriate notation on the Note about the changed terms and return it to the
\nHolder. Alternatively, if the Company or the Trustee so determine, in exchange
\nfor the Note the Company shall issue and the Trustee shall authenticate a new
\nNote that reflects the changed terms. Failure to make the appropriate notation
\nor issue a new Note shall not affect the validity and effect of such amendment,
\nsupplement or waiver.<\/p>\n
         Section 8.06 Trustee To Sign Amendments, etc. The Trustee shall be
\nentitled to receive, and shall be fully protected in relying upon, an Officers’
\nCertificate and an Opinion of Counsel stating that the execution of any
\namendment, supplement or waiver authorized pursuant to this ARTICLE 8 is
\nauthorized or permitted by this Indenture and that such amendment, supplement or
\nwaiver constitutes the legal, valid and binding obligation of the Company,
\nenforceable in accordance with its terms (subject to customary exceptions). The
\nTrustee may, but shall not be obligated to, execute any such amendment,
\nsupplement or waiver which affects the Trustee’s own rights, duties or
\nimmunities under this Indenture or otherwise.<\/p>\n
                                    ARTICLE 9<\/p>\n
                       DISCHARGE OF INDENTURE; DEFEASANCE
\n                       ———————————-<\/p>\n
         Section 9.01 Satisfaction and Discharge of Indenture. This Indenture
\nshall be discharged and shall cease to be of further effect (except those
\nobligations referred to in the penultimate paragraph of this SECTION 9.01) as to
\na designated maturity of Notes hereunder (each provision hereof referring only
\nto such designated maturity of Notes) and the Trustee, on written demand of and
\nat the expense of the Company, shall execute proper instruments acknowledging
\nsatisfaction and discharge of this Indenture, when either:<\/p>\n
                  (a) all Notes theretofore authenticated and delivered (other
\n         than (i) Notes which have been destroyed, lost or stolen and which have
\n         been replaced or paid as provided in SECTION 2.06 hereof and (ii) Notes
\n         for whose payment money has theretofore been deposited in trust or
\n         segregated and held in trust by the Company and thereafter repaid to
\n         the Company or discharged from such trust) have been delivered to the
\n         Trustee for cancellation; or<\/p>\n
                                       61<\/p>\n
                  (b) (i) either (A) pursuant to ARTICLE 3 hereof, the Company
\n         shall have given notice to the Trustee and mailed a notice of
\n         redemption to each Holder of the redemption of all of the Notes under
\n         arrangements satisfactory to the Trustee for the giving of such notice
\n         or (B) all Notes not theretofore delivered to the Trustee for
\n         cancellation have become due and payable; (ii) the Company has
\n         irrevocably deposited or caused to be deposited with the Trustee in
\n         trust for the purpose an amount in U.S. legal tender sufficient to pay
\n         and discharge the entire Indebtedness on such Notes not theretofore
\n         delivered to the Trustee for cancellation, for the principal of,
\n         premium, if any, and interest to the date of such deposit; (iii) no
\n         Default or Event of Default with respect to this Indenture or the Notes
\n         shall have occurred and be continuing on the date of such deposit or
\n         shall occur as a result of such deposit and such deposit will not
\n         result in a breach or violation of, or constitute a default under, any
\n         other material instrument to which the Company is a party or by which
\n         it is bound (other than a Default or Event of Default resulting from
\n         the incurrence of Indebtedness, all or a portion of which will be used
\n         to defease the Notes concurrently with such incurrence); (iv) the
\n         Company has paid or caused to be paid all other sums payable hereunder
\n         by the Company; and (v) the Company has delivered to the Trustee (A)
\n         irrevocable instructions to apply the deposited money toward payment of
\n         the Notes at the Stated Maturity thereof, and (B) an Officers’
\n         Certificate and an Opinion of Counsel each stating that all conditions
\n         precedent herein provided for relating to the satisfaction and
\n         discharge of this Indenture have been complied with and that such
\n         satisfaction and discharge does not result in a default under any
\n         material agreement or instrument then known to such counsel which binds
\n         or affects the Company.<\/p>\n
         Notwithstanding the foregoing paragraph, the Company’s obligations in
\nARTICLE 2 and SECTIONS 4.01, 4.07, 7.07 and 8.06 hereof shall survive until the
\nNotes are no longer outstanding pursuant to the last paragraph of SECTION 2.07
\nhereof. After the Notes are no longer outstanding pursuant to SECTION 2.07
\nhereof, the Company’s obligations under SECTIONS 7.07 and 8.06 shall survive.<\/p>\n
         After such delivery or irrevocable deposit, the Trustee upon request
\nshall acknowledge in writing the discharge of the Company’s obligations under
\nthe Notes and this Indenture except for those surviving obligations specified
\nabove.<\/p>\n
         Section 9.02 Legal Defeasance. (a) The Company may, at its option by a
\nBoard Resolution of the Board of Directors of the Company, at any time, elect to
\nhave this SECTION 9.02 be applied to all outstanding Notes of a designated
\nmaturity upon compliance with the conditions set forth in SECTION 9.04 hereof.<\/p>\n
                  (b) Upon the Company’s exercise under paragraph (a) hereof of
\nthe option applicable to this paragraph (b), the Company shall, subject to the
\nsatisfaction of the conditions set forth in SECTION 9.04 hereof, be deemed to
\nhave been discharged from its obligations with respect to all outstanding Notes
\nof a designated maturity on the date the conditions set forth below are
\nsatisfied (hereinafter, “Legal Defeasance”), each such reference below being
\nonly to such designated maturity of Notes. For this purpose, Legal Defeasance
\nmeans that the Company shall be deemed to have paid and discharged the entire
\nIndebtedness represented by the outstanding Notes, which shall thereafter be
\ndeemed to be “outstanding” only for the purposes of <\/p>\n
                                       62<\/p>\n
SECTION 9.05 hereof and the other Sections of this Indenture referred to in
\nclauses (i) and (ii) below, and to have satisfied all its other obligations
\nunder such Notes and this Indenture (and the Trustee, on demand of and at the
\nexpense of the Company, shall execute proper instruments acknowledging the
\nsame), except for the following provisions, which shall survive until otherwise
\nterminated or discharged hereunder: (i) the rights of Holders of outstanding
\nNotes to receive, solely from the trust fund described in SECTION 9.05 hereof
\nand as more fully set forth in such Section, payments in respect of the
\nprincipal of, premium, if any, and interest on such Notes when such payments are
\ndue on the Stated Maturity thereof (or, upon redemption, if applicable), (ii)
\nthe Company’s obligations with respect to such Notes under ARTICLE 2 and SECTION
\n4.07 hereof, (iii) the rights, powers, trusts, duties and immunities of the
\nTrustee hereunder and the Company’s obligations in connection therewith and (iv)
\nthis ARTICLE 9. Subject to compliance with this ARTICLE 9, the Company may
\nexercise its option under this SECTION 9.02 notwithstanding the prior exercise
\nof its option under SECTION 9.03 below with respect to the Notes.<\/p>\n
         Section 9.03 Covenant Defeasance. (a) The Company may, at its option by
\na Board Resolution of the Board of Directors of the Company, at any time, elect
\nto have this SECTION 9.03 be applied to all outstanding Notes of a designated
\nmaturity upon compliance with the conditions set forth in SECTION 9.04 hereof,
\neach such reference below being only to such designated maturity of Notes.<\/p>\n
                  (b) Upon the Company’s exercise under paragraph (a) hereof of
\nthe option applicable to this paragraph (b), the Company shall, subject to the
\nsatisfaction of the conditions set forth in SECTION 9.04 hereof, be released
\nfrom its obligations under the covenants contained in SECTIONS 4.05, 4.08 and
\n4.09 through 4.19, inclusive, and ARTICLE 5 hereof with respect to the
\noutstanding Notes on and after the date the conditions set forth below are
\nsatisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter
\nbe deemed not “outstanding” for the purposes of any direction, waiver, consent
\nor declaration or act of Holders (and the consequences of any thereof) in
\nconnection with such covenants, but shall continue to be deemed “outstanding”
\nfor all other purposes hereunder. For this purpose, such Covenant Defeasance
\nmeans that, with respect to the outstanding Notes, the Company may omit to
\ncomply with and shall have no liability in respect of any term, condition or
\nlimitation set forth in any such covenant, whether directly or indirectly, by
\nreason of any reference elsewhere herein to any such covenant or by reason of
\nany reference in any such covenant to any other provision herein or in any other
\ndocument and such omission to comply shall not constitute a Default or an Event
\nor Default under Section 6.01(c) or 6.01(d) hereof, but, except as specified
\nabove, the remainder of this Indenture, and such Notes shall be unaffected
\nthereby. In addition, upon the Company’s exercise under paragraph (a) hereof of
\nthe option applicable to this paragraph (b), subject to the satisfaction of the
\nconditions set forth in SECTION 9.04 hereof, SECTION 6.01(C) and 6.01(D) shall
\nnot constitute Events of Default.<\/p>\n
         Section 9.04 CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE. The
\nfollowing shall be the conditions to the application of either SECTION 9.02 or
\n9.03 hereof to the outstanding Notes of such designated maturity:<\/p>\n
         In order to exercise either Legal Defeasance or Covenant Defeasance:<\/p>\n
                                       63<\/p>\n
                  (a) the Company must irrevocably deposit or cause to be
\n         deposited with the Trustee, as trust funds in trust, specifically
\n         pledged as security for, and dedicated solely to, the benefit of the
\n         Holders, cash in U.S. dollars, or U.S. Government Obligations, or in
\n         the case of Covenant Defeasance, corporate obligations rated at least
\n         “A” by S&P or at least “A” by Moody’s or a combination thereof, in such
\n         amounts as will be sufficient, in the opinion of a nationally
\n         recognized firm of independent public accountants, to pay and discharge
\n         the principal of, premium, if any, and interest on the outstanding
\n         Notes on the Stated Maturity thereof (or upon redemption, if
\n         applicable) of such principal, premium, if any, or installment of
\n         interest;<\/p>\n
                  (b) no Default or Event of Default with respect to the Notes
\n         shall have occurred and be continuing on the date of such deposit or,
\n         insofar as an event of bankruptcy under clause (f) or (g) of SECTION
\n         6.01 hereof is concerned, at any time during the period ending on the
\n         91st day after the date of such deposit;<\/p>\n
                  (c) such Legal Defeasance or Covenant Defeasance shall not
\n         result in a breach or violation of, or constitute a default under, this
\n         Indenture or any material agreement or instrument to which the Company
\n         is a party or by which it is bound;<\/p>\n
                  (d) in the case of Legal Defeasance, the Company shall have
\n         delivered to the Trustee an Opinion of Counsel stating that the Company
\n         has received from, or there has been published by, the Internal Revenue
\n         Service a ruling, or since the Issue Date, there has been a change in
\n         applicable federal income tax law, in either case to the effect that,
\n         and based thereon such opinion shall confirm that, the Holders of the
\n         outstanding Notes of such maturity will not recognize income, gain or
\n         loss for federal income tax purposes as a result of such defeasance and
\n         will be subject to federal income tax on the same amounts, in the same
\n         manner and at the same times as would have been the case if such
\n         defeasance had not occurred; and<\/p>\n
                  (e) in the case of Covenant Defeasance, the Company shall have
\n         delivered to the Trustee an Opinion of Counsel to the effect that the
\n         Holders of outstanding Notes of such maturity will not recognize
\n         income, gain or loss for federal income tax purposes as a result of
\n         such defeasance and will be subject to federal income tax on the same
\n         amounts, in the same manner and at the same times as would have been
\n         the case if such defeasance had not occurred; and<\/p>\n
                  (f) the Company shall have delivered to the Trustee an
\n         Officers’ Certificate and an Opinion of Counsel, each stating that all
\n         conditions precedent provided for herein relating to either the Legal
\n         Defeasance or the Covenant Defeasance, as the case may be, have been
\n         complied with.<\/p>\n
         Section 9.05 Application of Trust Money. All money and U.S. Government
\nObligations deposited with the Trustee pursuant to SECTION 9.01 or 9.04
\nhereof in respect of the outstanding Notes of such designated maturity shall be
\nheld in trust and applied by the Trustee, in accordance with the provisions of
\nsuch Notes and this Indenture, to the payment, either directly or through any
\nPaying Agent as the Trustee may determine, to the Holders of such Notes, of all
\nsums due and to become due thereon in respect of principal, premium, if any, and<\/p>\n
                                       64<\/p>\n
accrued interest, but such money need not be segregated from other funds except
\nto the extent required by law.<\/p>\n
         Anything in this ARTICLE 9 to the contrary notwithstanding, the Trustee
\nshall deliver or pay to the Company from time to time upon a written request of
\nthe Company in the form of an Officers’ Certificate any money or U.S. Government
\nObligations held by it as provided in SECTION 9.01 or 9.04 hereof which, in the
\nopinion of a nationally-recognized firm of independent public accountants
\nexpressed in a written certification thereof delivered to the Trustee, are in
\nexcess of the amount thereof which would then be required to be deposited to
\neffect an equivalent Legal Defeasance or Covenant Defeasance.<\/p>\n
         Section 9.06 Repayment to the Company. Subject to SECTIONS 9.01, 9.02,
\n9.03, 9.04, 9.05 and 9.07, the Trustee and the Paying Agent shall promptly pay
\nto the Company upon request any excess U.S. legal tender or U.S. Government
\nObligations held by them at any time and thereupon shall be relieved from all
\nliability with respect to such money. The Trustee and the Paying Agent shall pay
\nto the Company upon request any money held by them for the payment of principal,
\npremium, if any, or interest that remains unclaimed for two years; provided that
\nthe Trustee or such Paying Agent, before being required to make any payment, may
\nat the expense of the Company cause to be published once in a newspaper of
\ngeneral circulation in the City of New York or mail to each Holder entitled to
\nsuch money notice that such money remains unclaimed, and that after a date
\nspecified therein which shall be at least 30 days from the date of such
\npublication or mailing, any unclaimed balance of such money then remaining will
\nbe repaid to the Company. After payment to the Company, Holders entitled to such
\nmoney must look to the Company for payment as general creditors unless an
\napplicable law designates another Person.<\/p>\n
         Section 9.07 Reinstatement. If the Trustee or Paying Agent is unable to
\napply any money or U.S. Government Obligations in accordance with SECTION 9.01,
\n9.02 or 9.03 hereof by reason of any legal proceeding or by reason of any order
\nor judgment of any court or governmental authority enjoining, restraining or
\notherwise prohibiting such application, the Company’s obligations under this
\nIndenture as to such designated maturity of Notes shall be revived and
\nreinstated as though no deposit had occurred pursuant to this ARTICLE 9 until
\nsuch time as the Trustee or Paying Agent is permitted to apply all such money
\nand U.S. Government Obligations in accordance with SECTION 9.01 hereof;
\nprovided, however, that if the Company has made any payment of principal of,
\npremium, if any, or accrued interest on any Notes because of the reinstatement
\nof their obligations, the Company shall be subrogated to the rights of the
\nHolders of such Notes to receive such payment from the money and U.S. Government
\nObligations held by the Trustee or Paying Agent.<\/p>\n
                                   ARTICLE 10<\/p>\n
                                  MISCELLANEOUS
\n                                  ————-<\/p>\n
         Section 10.01 TIA Controls. If any provision of this Indenture limits,
\nqualifies or conflicts with another provision which is required to be included
\nin this Indenture by the TIA, the required provision shall control.<\/p>\n
                                       65<\/p>\n
         Section 10.02 Notices. Any notices or other communications required or
\npermitted hereunder shall be in writing, and shall be sufficiently given if made
\nby hand delivery, by telecopier or registered or certified mail, postage
\nprepaid, return receipt requested, addressed as follows:<\/p>\n
         If to the Company:<\/p>\n
                  HEALTHSOUTH Corporation
\n                  One HealthSouth Parkway
\n                  Birmingham, Alabama  35243
\n                  Telephone No.:  (205) 969-4977
\n                  Facsimile No.:  (205) 969-4730
\n                  Attention:  William W. Horton<\/p>\n
         If to the Trustee:<\/p>\n
                  National City Bank
\n                  101 South Fifth Street
\n                  3rd Floor
\n                  Louisville, KY 40202
\n                  Telephone No.:  (502) 581-7354
\n                  Facsimile No.:  (502) 581-4198
\n                  Attention:  Corporate Trust Office<\/p>\n
         The Company or the Trustee by written notice to the other may designate
\nadditional or different addresses for subsequent notices or communications. Any
\nnotice or communication to the Company or the Trustee, shall be deemed to have
\nbeen given or made when actually received.<\/p>\n
         Any notice or communication mailed to a Holder shall be mailed by
\nfirst-class mail, postage prepaid, at the address shown on the register kept by
\nthe Registrar.<\/p>\n
         Failure to mail a notice or communication to a Holder or any defect in
\nit shall not affect its sufficiency with respect to other Holders. If a notice
\nor communication to a Holder is mailed in the manner provided above, it shall be
\ndeemed duly given, whether or not the addressee receives it.<\/p>\n
         In case by reason of the suspension of regular mail service, or by
\nreason of any other cause, it shall be impossible to mail any notice as required
\nby this Indenture, then such method of notification as shall be made with the
\napproval of the Trustee shall constitute a sufficient mailing of such notice.<\/p>\n
         Section 10.03 Communications by Holders with Other Holders. Holders may
\ncommunicate pursuant to TIA Section 312(b) with other Holders with respect to
\ntheir rights under this Indenture or the Notes. The Company, the Trustee, the
\nRegistrar and anyone else shall have the protection of TIA Section 312(c).<\/p>\n
                                       66<\/p>\n
         Section 10.04 Certificate and Opinion as to Conditions Precedent. Upon
\nany request or application by the Company to the Trustee to take any action
\nunder this Indenture, the Company shall furnish to the Trustee:<\/p>\n
                  (1) an Officers’ Certificate (which shall include the
\n         statements set forth in SECTION 10.05 hereof) stating that, in the
\n         opinion of the signers, all conditions precedent, if any, provided for
\n         in this Indenture relating to the proposed action have been complied
\n         with; and<\/p>\n
                  (2) an Opinion of Counsel (which shall include the statements
\n         set forth in SECTION 10.05 hereof) stating that, in the opinion of such
\n         counsel, all such conditions precedent, if any, provided for in this
\n         Indenture relating to the proposed action have been complied with.<\/p>\n
         Section 10.05 Statements Required in Certificate and Opinion. Each
\ncertificate and opinion with respect to compliance with a condition or covenant
\nprovided for in this Indenture shall include:<\/p>\n
                  (1) a statement that the person making such certificate or
\n         opinion has read such covenant or condition and the definitions
\n         relating thereto;<\/p>\n
                  (2) a brief statement as to the nature and scope of the
\n         examination or investigation upon which the statements or opinions
\n         contained in such certificate or opinion are based;<\/p>\n
                  (3) a statement that, in the opinion of such person, it or he
\n         has made such examination or investigation as is reasonably necessary
\n         to enable such person to express an informed opinion as to whether or
\n         not such covenant or condition has been complied with; and<\/p>\n
                  (4) a statement as to whether or not, in the opinion of such
\n         person, such covenant or condition has been complied with; provided,
\n         however, that with respect to matters of fact, an Opinion of Counsel
\n         may rely on an Officers’ Certificate or certificates of public
\n         officials.<\/p>\n
         Section 10.06 Rules by Trustee and Agents. The Trustee may make
\nreasonable rules for action by or at meetings of Holders. The Registrar and
\nPaying Agent may make reasonable rules for their functions.<\/p>\n
         Section 10.07 Business Days; Legal Holidays. A “Business Day” is a day
\nthat is not a Legal Holiday. A “Legal Holiday” is a Saturday, a Sunday, a
\nfederally-recognized holiday or a day on which banking institutions are not
\nrequired to be open in the State of New York. If a payment date is a Legal
\nHoliday at a place of payment, payment may be made at that place on the next
\nsucceeding day that is not a Legal Holiday, and no interest shall accrue for the
\nintervening period.<\/p>\n
         Section 10.08 Governing Law. THIS INDENTURE AND THE NOTES SHALL BE
\nGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE <\/p>\n
                                       67<\/p>\n
STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
\nOF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
\nPARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
\nOF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
\nINDENTURE OR THE NOTES.<\/p>\n
         Section 10.09 Waiver of Trial by Jury. The Company hereby irrevocably
\nwaives any and all rights to trial by jury in any legal proceeding arising out
\nof or relating to this Indenture.<\/p>\n
         Section 10.10 Submission to Jurisdiction. The Company hereby consents
\nto the non-exclusive jurisdiction of a state or federal court situated in New
\nYork, New York in connection with any dispute arising hereunder or under the
\nNotes. The Company hereby irrevocably waives, to the fullest extent permitted by
\napplicable law, any objection which it may now or hereafter have to the laying
\nof venue of any such proceeding brought in such a court and any claim that such
\nproceeding brought in such a court has been brought in an inconvenient forum.<\/p>\n
         Section 10.11 No Adverse Interpretation of Other Agreements. This
\nIndenture may not be used to interpret another indenture, loan, security or debt
\nagreement of the Company or any Subsidiary thereof. No such indenture, loan,
\nsecurity or debt agreement may be used to interpret this Indenture.<\/p>\n
         Section 10.12 No Recourse Against Others. No incorporator, director,
\nofficer, employee, stockholder or controlling person, as such, of the Company
\nshall have any liability for any obligations of the Company under the Notes or
\nthis Indenture or for any claim based on, in respect of or by reason of such
\nobligations or their creation. By accepting a Note, each Holder shall waive and
\nrelease all such liability. The waiver and release shall be part of the
\nconsideration for the issue of the Notes.<\/p>\n
         Section 10.13 Successors. All agreements of the Company in this
\nIndenture and the Notes shall bind its successors. All agreements of the
\nTrustee, any additional trustee and any Paying Agents in this Indenture shall
\nbind its successor.<\/p>\n
         Section 10.14 Multiple Counterparts. The parties may sign multiple
\ncounterparts of this Indenture. Each signed counterpart shall be deemed an
\noriginal, but all of them together represent one and the same agreement.<\/p>\n
         Section 10.15 Table of Contents, Headings, etc. The table of contents,
\ncross-reference sheet and headings of the Articles and Sections of this
\nIndenture have been inserted for convenience of reference only, are not to be
\nconsidered a part hereof, and shall in no way modify or restrict any of the
\nterms or provisions hereof.<\/p>\n
         Section 10.16 Separability. Each provision of this Indenture shall be
\nconsidered separable and if for any reason any provision shall be invalid,
\nillegal or unenforceable, the validity, legality and enforceability of the
\nremaining provisions shall not in any way be affected or impaired thereby to the
\nextent allowed by law.<\/p>\n
         Section 10.17 Translation. The original and controlling version of this
\nIndenture and any related agreements shall be the English language version. All
\ntranslations of this Indenture<\/p>\n
                                       68<\/p>\n
or any agreements related hereto into other languages shall be for the
\nconvenience of the parties only, and shall not control the meaning or
\napplication of this Indenture. All notices and other communications required or
\npermitted by this Indenture or any other transactional agreement must be in
\nEnglish or accompanied by an English translation, and the interpretation and
\napplication of such notices and other communications shall be based solely upon
\nthe English language version thereof.<\/p>\n
                                       69<\/p>\n
         IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
\nexecuted all as of the date and year first written above.<\/p>\n
                                             Company:<\/p>\n
                                             HEALTHSOUTH CORPORATION<\/p>\n
                                             By: \/s\/ Malcolm E. McVay
\n                                                ——————————–
\n                                                 Name:  Malcolm E. McVay
\n                                                 Title: Executive Vice President
\n                                                        and Treasurer<\/p>\n
                                             Trustee:<\/p>\n
                                             NATIONAL CITY BANK, as Trustee<\/p>\n
                                             By: \/s\/ Linda Wickliffe
\n                                                ——————————–
\n                                                 Name: Linda Wickliffe
\n                                                 Title: Vice President<\/p>\n
                                      S-1<\/p>\n
                                                                      EXHIBIT A<\/p>\n
                             [FORM OF SERIES A NOTE]<\/p>\n
                                                                CUSIP No.:<\/p>\n
                             HEALTHSOUTH CORPORATION<\/p>\n
                            __% SENIOR NOTE DUE 20__<\/p>\n
No.                                                                   $<\/p>\n
         HEALTHSOUTH CORPORATION, a corporation incorporated in Delaware (the
\n“Company,” which term includes any successor entity), for value received
\npromises to pay to or registered assigns, the principal sum of $ on October 1,
\n20__.<\/p>\n
         Interest Payment Dates: April 1 and October 1, commencing April 1,
\n2002.<\/p>\n
         Record Dates:  March 15 and September 15.<\/p>\n
         Reference is made to the further provisions of this Note contained
\nherein and the Indenture (as defined), which will for all purposes have the same
\neffect as if set forth at this place.<\/p>\n
                                      A-1<\/p>\n
         IN WITNESS WHEREOF, the Company has caused this Note to be signed
\nmanually or by facsimile by its duly authorized directors, officers or other
\nauthorized signatories.<\/p>\n
                                            HEALTHSOUTH CORPORATION<\/p>\n
                                            By:
\n                                               ——————————–
\n                                                Name:
\n                                                Title:<\/p>\n
                                            By:
\n                                               ——————————–
\n                                                Name:
\n                                                Title:<\/p>\n
CERTIFICATE OF AUTHENTICATION<\/p>\n
Date:  September 28, 2001<\/p>\n
         This is one of the __% Senior Notes due 20__ referred to in the
\nwithin-mentioned Indenture.<\/p>\n
                                            NATIONAL CITY BANK, as Trustee<\/p>\n
                                             By:
\n                                                ——————————-
\n                                                 Name:
\n                                                 Title:<\/p>\n
                                      A-2<\/p>\n
                              (REVERSE OF SECURITY)<\/p>\n
                            __% SENIOR NOTE DUE 20__<\/p>\n
         1. Interest. HEALTHSOUTH CORPORATION, a corporation incorporated in
\nDelaware (the “Company”), promises to pay interest on the principal amount of
\nthis Note at the rate per annum shown above. Interest on the Notes will accrue
\nfrom the most recent date on which interest has been paid or duly provided for,
\nor if no interest has been paid, from the date of the original issuance of the
\nNotes. The Company will pay interest semi-annually in arrears on each Interest
\nPayment Date, commencing April 1, 2002. Interest will be computed on the basis
\nof a 360-day year comprised of twelve 30-day months.<\/p>\n
         The Company shall pay interest on overdue principal and on overdue
\ninstallments of interest (without regard to any applicable grace periods) to the
\nextent lawful from time to time on demand at the rate borne by the Notes.<\/p>\n
         2. Method of Payment. The Company shall pay interest on the Notes
\n(except defaulted interest) to the Persons who are the registered Holders at the
\nclose of business on March 15 or September 15 immediately preceding the Interest
\nPayment Date (whether or not such day is a Business Day) even if the Notes are
\ncanceled on registration of transfer or registration of exchange after such
\nRecord Date. Holders must surrender Notes to a Paying Agent to collect principal
\npayments. Payments of principal and premium, if any, will be made (on
\npresentation of such Notes if in certificated form) in U.S. legal tender;
\nprovided, however, that the Company may pay principal, premium, if any, and
\ninterest by check payable in U.S. legal tender. The Company may deliver any such
\ninterest payment by check mailed to the address of the Person entitled thereto
\nas such address will appear on the security register.<\/p>\n
         3. Paying Agents and Registrar. Initially, National City Bank, a
\nnational banking association (the “Trustee”), will act as Paying Agent and the
\nTrustee will act as Registrar. The Company may change any Paying Agents,
\nRegistrar or co-Registrar without notice to the Holders. Neither the Company nor
\nany of its Subsidiaries or Affiliates may act as Paying Agent but may act as
\nRegistrar or co-Registrar.<\/p>\n
         4. Indenture. The Company issued this Note under an Indenture, dated as
\nof September 28, 2001 (the “Indenture”), by and between the Company and the
\nTrustee. This Note is one of a duly authorized issue of Initial Notes of the
\nCompany designated as its __% Senior Notes due 20__ (the “Notes”). The Notes
\ninclude the Initial Notes and the Exchange Notes issued pursuant to the
\nIndenture. The Initial Notes and the Exchange Notes of this maturity are treated
\nas a single class of securities under the Indenture. Capitalized terms herein
\nare used as defined in the Indenture unless otherwise defined herein. The terms
\nof the Notes include those stated in the Indenture and those made part of the
\nIndenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
\n77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.
\nNotwithstanding anything to the contrary herein, the Notes are subject to all
\nsuch terms, and Holders of Notes are referred to the Indenture and the TIA for a
\nstatement of them. The Notes are general unsecured obligations of the Company.<\/p>\n
                                      A-3<\/p>\n
         5. Redemption. The Notes will be redeemable, in whole or in part, at
\nthe option of the Company at any time at a redemption price equal to 100% of the
\nprincipal amount of the Notes to be redeemed plus any applicable Make-Whole
\nPremium (together, the “Redemption Price”) plus accrued interest thereon to the
\ndate of redemption.<\/p>\n
         “Adjusted Treasury Rate” means, with respect to any redemption date,
\nthe rate per annum equal to the semi-annual equivalent yield to maturity of the
\nComparable Treasury Issue, assuming a price for the Comparable Treasury Issue
\n(expressed as a percentage of the principal amount) equal to the Comparable
\nTreasury Price for such redemption date, plus 0.50%.<\/p>\n
         “Comparable Treasury Issue” means the United States Treasury security
\nselected by a Quotation Agent as having a maturity comparable to the remaining
\nterm of the Notes to be redeemed that would be utilized, at the time of
\nselection and in accordance with customary financial practice, in pricing new
\nissues of corporate debt securities of comparable maturity to the remaining term
\nof such Notes.<\/p>\n
         “Comparable Treasury Price” means, with respect to any redemption date,
\n(i) the average of the Reference Treasury Dealer Quotations for such redemption
\ndate, after excluding the highest and lowest of such Reference Treasury Dealer
\nQuotations, or (ii) if the Trustee obtains three or fewer such Reference
\nTreasury Dealer Quotations, the average of all such quotations.<\/p>\n
         “Make-Whole Premium” means, for any Note to be redeemed, a premium
\nequal to the excess (if any) of (i) as determined by a Quotation Agent, the sum
\nof the present values of the remaining scheduled payments of principal and
\ninterest on such Note discounted to the redemption date on a semi-annual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
\nTreasury Rate over (ii) 100% of the unpaid principal amount of such Note. If a
\nredemption date does not fall on an interest payment date, then, with respect to
\nthe interest payment immediately succeeding the redemption date, only the
\nunaccrued portion of such interest payment as of the redemption date shall be
\nincluded in the calculation pursuant to clause (i) above.<\/p>\n
         “Quotation Agent” means one of the Reference Treasury Dealers appointed
\nby the Trustee after consultation with the Company.<\/p>\n
         “Reference Treasury Dealer” means (i) each of UBS Warburg LLC and
\nDeutsche Banc Alex. Brown Inc. and their respective successors; provided,
\nhowever, that if any of the foregoing shall cease to be a primary U.S.
\nGovernment securities dealer in New York, New York (a “Primary Treasury
\nDealer”), the Company shall substitute therefor another Primary Treasury Dealer;
\nand (ii) any other Primary Treasury Dealer selected by the Trustee after
\nconsultation with the Company.<\/p>\n
         “Reference Treasury Dealer Quotation” means, with respect to each
\nReference Treasury Dealer and any redemption date, the average, as determined by
\nthe Trustee, of the bid and asked prices for the Comparable Treasury Issue
\n(expressed in each case as a percentage of its principal amount) quoted in
\nwriting to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
\nthird business day preceding such redemption date.<\/p>\n
                                      A-4<\/p>\n
         If less than all of the Notes are to be redeemed at any time, selection
\nof the Notes to be redeemed will be made by the Trustee from among the
\noutstanding Notes on a pro rata basis, by lot or by any other method permitted
\nin the Indenture. On and after the redemption date, interest will cease to
\naccrue on the Notes or portions thereof called for redemption.<\/p>\n
         The Notes will not be entitled to any sinking fund.<\/p>\n
         6. Notice of Redemption. Notice of redemption under paragraph 5 of this
\nNote will be mailed at least 30 days but not more than 60 days before the
\nRedemption Date to each Holder of Notes to be redeemed at such Holder’s
\nregistered address.<\/p>\n
         Except as set forth in the Indenture, if monies for the redemption of
\nthe Notes called for redemption shall have been deposited with the Paying Agent
\nfor redemption on such Redemption Date, then the Notes called for redemption
\nwill cease to bear interest from and after such Redemption Date and the only
\nright of the Holders of such Notes will be to receive payment of the Redemption
\nPrice plus interest accrued through the Redemption Date, if any.<\/p>\n
         7. Offers to Purchase. Prior to the occurrence of the Fall-Away Event
\n(as defined in the Indenture), the Indenture provides that, after certain Asset
\nSales (as defined in the Indenture) or upon the occurrence of a Change of
\nControl (as defined in the Indenture), and subject to further limitations
\ncontained therein, the Company will make an offer to purchase certain amounts of
\nthe Notes in accordance with the procedures set forth in the Indenture.<\/p>\n
         8. Registration Rights. Pursuant to the Registration Rights Agreement
\nby and between the Company and the Initial Purchasers, the Company will be
\nobligated to consummate an exchange offer pursuant to which the Holder of this
\nNote shall have the right to exchange this Note for the Company’s Series B __%
\nSenior Notes due 20__ (the “Exchange Notes”), at such time as the Exchange Notes
\nshall have been registered under the Securities Act, in like principal amount
\nand having terms identical in all material respects to the Initial Notes (except
\nthat such Exchange Notes will not contain terms with respect to transfer
\nrestrictions or additional interest). The Holders of the Initial Notes shall be
\nentitled to receive certain Additional Interest payments in the event such
\nexchange offer is not consummated and upon certain other conditions, all
\npursuant to and in accordance with the terms of the Registration Rights
\nAgreement.<\/p>\n
         9. Denominations; Transfer; Exchange. The Notes are in definitive,
\nfully registered form, without coupons, in minimum denominations of $1,000 and
\nin integral multiples of $1,000 in excess thereof. A Holder shall register the
\ntransfer or exchange of Notes in accordance with the Indenture. The Registrar
\nmay require a Holder, among other things, to furnish appropriate endorsements
\nand transfer documents and to pay certain transfer taxes or similar governmental
\ncharges payable in connection therewith as permitted by the Indenture. The
\nRegistrar need not register the transfer of or exchange of any Notes or portions
\nthereof selected for redemption.<\/p>\n
         10. Persons Deemed Owners. The registered Holder of a Note shall be
\ntreated as the owner of such Note for all purposes.<\/p>\n
         11. Unclaimed Money. If money for the payment of principal or interest
\nremains unclaimed for two years, the Trustee and the Paying Agent will pay the
\nmoney back to the<\/p>\n
                                      A-5<\/p>\n
Company. After that, Holders entitled to money must look to the Company for
\npayment as general creditors unless an “abandoned property” law designates
\nanother person.<\/p>\n
         12. Legal Defeasance and Covenant Defeasance. If the Company at any
\ntime deposits with the Trustee U.S. legal tender or other obligations of the
\ntypes set forth in the Indenture sufficient to pay the principal of and interest
\non the Notes to Stated Maturity or redemption, if applicable, and complies with
\nthe other provisions of the Indenture relating to Legal Defeasance or Covenant
\nDefeasance, the Company will be discharged from certain provisions of the
\nIndenture and the Notes (including certain covenants, but excluding its
\nobligation to pay the principal of and interest on the Notes).<\/p>\n
         13. Amendments, Supplements, and Waivers. Subject to certain
\nexceptions, the Indenture or the Notes may be amended or supplemented with the
\nwritten consent of the Holders of at least a majority in aggregate outstanding
\nprincipal amounts of the Notes, and any existing Default or Event of Default or
\nnoncompliance with any provision may be waived with the written consent of the
\nHolders of a majority in aggregate principal amount of the Notes then
\noutstanding. Without notice to or consent of any Holder, the parties thereto may
\namend or supplement the Indenture or the Notes to, among other things, cure any
\nambiguity, defect or inconsistency or make any other change that does not
\nadversely affect in any material respect the rights of any Holder of a Note.<\/p>\n
         14. Restrictive Covenants. The Indenture imposes certain limitations on
\nthe ability of the Company and its Subsidiaries to, among other things, make
\npayments in respect of its Capital Stock, incur additional Indebtedness, make
\ncertain investments, sell assets, enter into transactions with Affiliates,
\ncreate Liens, merge or consolidate with or into any other Person or sell, lease,
\nconvey or otherwise dispose of all or substantially all of its assets or create
\ndividend or other payment restrictions affecting Subsidiaries of the Company.
\nSuch limitations are subject to a number of important qualifications and
\nexceptions and, in certain instances upon the occurrence of certain events,
\ncease to be binding upon the Company and its Subsidiaries. The Company must
\nreport on an annual basis to the Trustee on compliance with such limitations.<\/p>\n
         15. Successor. When a Successor assumes, in accordance with the
\nIndenture, all the obligations of its predecessor under the Notes and the
\nIndenture, and immediately before and thereafter no Default exists and certain
\nother conditions are satisfied, the predecessor entity will be released from
\nthose obligations.<\/p>\n
         16. Defaults and Remedies. Events of Default are set forth in the
\nIndenture. If an Event of Default (other than an Event of Default with respect
\nto the Company pursuant to SECTION 6.01(F) OR 6.01(G) of the Indenture) shall
\nhave occurred and be continuing, then the Trustee by written notice to the
\nCompany, or the Holders of not less than 25% in aggregate principal amount of
\nthe Notes then outstanding by written notice to the Company and the Trustee, may
\ndeclare to be immediately due and payable the entire principal amount of all the
\nNotes then outstanding plus accrued interest to the date of acceleration;
\nprovided, however, that after such acceleration but before a judgment or decree
\nbased on such acceleration is obtained by the Trustee, the Holders of a majority
\nin aggregate principal amount of the outstanding Notes by written notice to the
\nCompany and the Trustee may rescind and annul such acceleration and its
\nconsequences if all existing Events of Default, other than the nonpayment of
\nprincipal, premium,<\/p>\n
                                      A-6<\/p>\n
if any, or interest that has become due solely because of the acceleration, have
\nbeen cured or waived. No such rescission shall affect any subsequent Default or
\nimpair any right consequent thereto. In case an Event of Default with respect to
\nthe Company specified in Section 6.01(f) or 6.01(g) of the Indenture occurs, the
\nprincipal amount, together with premium, if any, and interest with respect to
\nall of the Notes, shall be due and payable immediately without any declaration
\nor other act on the part of the Trustee or the Holders of the Notes.<\/p>\n
         17. Trustee Dealings with Company. The Trustee under the Indenture, in
\nits individual or any other capacity, may make loans to, accept deposits from,
\nand perform services for the Company, and may otherwise deal with the Company,
\nits Subsidiaries or their respective Affiliates as if it were not the Trustee.<\/p>\n
         18. No Recourse Against Others. No incorporator, director, officer,
\nemployee, stockholder or controlling person, as such, of the Company shall have
\nany liability for any obligations of the Company under the Notes or the
\nIndenture or for any claim based on, in respect of or by reason of such
\nobligations or their creation. By accepting a Note, each Holder shall waive and
\nrelease all such liability. The waiver and release shall be part of the
\nconsideration for the issue of the Notes.<\/p>\n
         19. Authentication. This Note shall not be valid until the Trustee or
\nAuthenticating Agent manually signs the certificate of authentication on this
\nNote.<\/p>\n
         20. Multiple Counterparts. The parties may sign multiple counterparts
\nof this Note. Each signed counterpart shall be deemed an original but all of
\nthem together represent one and the same Note.<\/p>\n
         21. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
\nAND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
\nCONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
\nTHE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
\nPROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.<\/p>\n
         22. Abbreviations and Defined Terms. Customary abbreviations may be
\nused in the name of a Holder of a Note or an assignee, such as: TEN COM (=
\ntenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
\ntenants with right of survivorship and not as tenants in common), CUST (=
\nCustodian), and U\/G\/M\/A (= Uniform Gifts to Minors Act).<\/p>\n
         23. CUSIP Numbers. The Company has caused CUSIP numbers to be printed
\non the Notes as a convenience to the Holders. No representation is made as to
\nthe accuracy of such numbers as printed on the Notes and reliance may be placed
\nonly on the other identification numbers printed hereon.<\/p>\n
         24. Indenture. Each Holder, by accepting a Note, agrees to be bound by
\nall of the terms and provisions of the Indenture, as the same may be amended
\nfrom time to time.<\/p>\n
                                      A-7<\/p>\n
         The Company will furnish to any Holder of a Note upon written request
\nand without charge a copy of the Indenture. Requests may be made to: HEALTHSOUTH
\nCorporation, One HealthSouth Parkway, Birmingham, Alabama 35243, Telephone No.
\n(205) 969-4977, Facsimile No. (205) 969-4730, Attention: William W. Horton.<\/p>\n
                                      A-8<\/p>\n
                                 ASSIGNMENT FORM<\/p>\n
         If you the Holder want to assign this Note, fill in the form below and
\nhave your signature guaranteed:<\/p>\n
I or we assign and transfer this Note to:<\/p>\n
——————————————————————————–<\/p>\n
——————————————————————————–<\/p>\n
——————————————————————————–
\n                  (Print or type name, address and zip code and
\n                  social security or tax ID number of assignee)<\/p>\n
and irrevocably appoint                                                        ,
\n                       ——————————————————-
\nagent to transfer this Note on the books of the Company. The agent may
\nsubstitute another to act for him.<\/p>\n
Date:                                       Signed:
\n       —————————–               —————————–<\/p>\n
                                                     NOTICE: The signature on
\n                                                     this assignment must
\n                                                     correspond with the name as
\n                                                     it appears upon the face of
\n                                                     the within Note in every
\n                                                     particular without
\n                                                     alteration or enlargement
\n                                                     or any change whatsoever
\n                                                     and be guaranteed by the
\n                                                     endorser’s bank or broker.<\/p>\n
Medallion Guarantee:
\n                    ———————————<\/p>\n
                                      A-9<\/p>\n
                      [OPTION OF HOLDER TO ELECT PURCHASE]<\/p>\n
         If you want to elect to have this Note purchased by the Company
\npursuant to SECTION 4.12 or SECTION 4.15 of the Indenture, check the appropriate
\nbox:<\/p>\n
                                Section 4.12 |_|
\n                                Section 4.15 |_|<\/p>\n
         If you want to elect to have only part of this Note purchased by the
\nCompany pursuant to SECTION 4.12 or SECTION 4.15 of the Indenture, state the
\namount you elect to have purchased:<\/p>\n
$  ________________________<\/p>\n
Date:______________________ <\/p>\n
_____________________________________________
\n(Sign exactly as your name appears on the other side of this Note)<\/p>\n
                                      A-10<\/p>\n
                                                                       EXHIBIT B<\/p>\n
                             [FORM OF SERIES B NOTE]<\/p>\n
                                                                  CUSIP No.:<\/p>\n
                             HEALTHSOUTH CORPORATION<\/p>\n
                            __% SENIOR NOTE DUE 20__<\/p>\n
No.                                                                    $<\/p>\n
         HEALTHSOUTH CORPORATION, a corporation incorporated in Delaware (the
\n“Company,” which term includes any successor entity), for value received
\npromises to pay to or registered assigns, the principal sum of $ on October 1,
\n20__.<\/p>\n
         Interest Payment Dates: April 1 and October 1, commencing April 1,
\n2002.<\/p>\n
         Record Dates:  March 15 and September 15.<\/p>\n
         Reference is made to the further provisions of this Note contained
\nherein and the Indenture (as defined), which will for all purposes have the same
\neffect as if set forth at this place.<\/p>\n
                                      B-1<\/p>\n
         IN WITNESS WHEREOF, the Company has caused this Note to be signed
\nmanually or by facsimile by its duly authorized directors, officers or other
\nauthorized signatories.<\/p>\n
                                              HEALTHSOUTH CORPORATION<\/p>\n
                                              By:
\n                                                 ——————————
\n                                                  Name:
\n                                                  Title:<\/p>\n
                                              By:
\n                                                 ——————————
\n                                                  Name:
\n                                                  Title:<\/p>\n
CERTIFICATE OF AUTHENTICATION<\/p>\n
Date:<\/p>\n
         This is one of the __% Senior Notes due 20__ referred to in the
\nwithin-mentioned Indenture.<\/p>\n
                                              NATIONAL CITY BANK, as Trustee<\/p>\n
                                              By:
\n                                                  —————————–
\n                                                      Authorized Signatory<\/p>\n
                                      B-2<\/p>\n
                              (REVERSE OF SECURITY)<\/p>\n
                            __% SENIOR NOTE DUE 20__<\/p>\n
         1 Interest. HEALTHSOUTH CORPORATION, a corporation incorporated in
\nDelaware (the “Company”), promises to pay interest on the principal amount of
\nthis Note at the rate per annum shown above. Interest on the Notes will accrue
\nfrom the most recent date on which interest has been paid or duly provided for,
\nor if no interest has been paid, from the date of the original issuance of the
\nNotes. The Company will pay interest semi-annually in arrears on each Interest
\nPayment Date, commencing April 1, 2002. Interest will be computed on the basis
\nof a 360-day year comprised of twelve 30-day months.<\/p>\n
         The Company shall pay interest on overdue principal and on overdue
\ninstallments of interest (without regard to any applicable grace periods) to the
\nextent lawful from time to time on demand at the rate borne by the Notes.<\/p>\n
         2. Method of Payment. The Company shall pay interest on the Notes
\n(except defaulted interest) to the Persons who are the registered Holders at the
\nclose of business on March 15 or September 15 immediately preceding the Interest
\nPayment Date (whether or not such day is a Business Day) even if the Notes are
\ncanceled on registration of transfer or registration of exchange after such
\nRecord Date. Holders must surrender Notes to a Paying Agent to collect principal
\npayments. Payments of principal and premium, if any, will be made (on
\npresentation of such Notes if in certificated form) in U.S. legal tender;
\nprovided, however, that the Company may pay principal, premium, if any, and
\ninterest by check payable in U.S. legal tender. The Company may deliver any such
\ninterest payment by check mailed to the address of the Person entitled thereto
\nas such address will appear on the security register.<\/p>\n
         3. Paying Agents and Registrar. Initially, National City Bank, a
\nnational banking association (the “Trustee”), will act as Paying Agent and the
\nTrustee will act as Registrar. The Company may change any Paying Agents,
\nRegistrar or co-Registrar without notice to the Holders. Neither the Company nor
\nany of its Subsidiaries or Affiliates may act as Paying Agent but may act as
\nRegistrar or co-Registrar.<\/p>\n
         4. Indenture. The Company issued this Note under an Indenture, dated as
\nof September 28, 2001 (the “Indenture”), by and between the Company and the
\nTrustee. This Note is one of a duly authorized issue of Exchange Notes of the
\nCompany designated as its __% Senior Notes due 20__ (the “Notes”). The Notes
\ninclude the Initial Notes and the Exchange Notes issued pursuant to the
\nIndenture. The Initial Notes and the Exchange Notes of this maturity are treated
\nas a single class of securities under the Indenture. Capitalized terms herein
\nare used as defined in the Indenture unless otherwise defined herein. The terms
\nof the Notes include those stated in the Indenture and those made part of the
\nIndenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
\n77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture.
\nNotwithstanding anything to the contrary herein, the Notes are subject to all
\nsuch terms, and Holders of Notes are referred to the Indenture and the TIA for a
\nstatement of them. The Notes are general unsecured obligations of the Company.<\/p>\n
                                      B-3<\/p>\n
         5. Redemption. The Notes will be redeemable, in whole or in part, at
\nthe option of the Company at any time at a redemption price equal to 100% of the
\nprincipal amount of the Notes to be redeemed plus any applicable Make-Whole
\nPremium (together, the “Redemption Price”) plus accrued interest thereon to the
\ndate of redemption.<\/p>\n
         “Adjusted Treasury Rate” means, with respect to any redemption date,
\nthe rate per annum equal to the semi-annual equivalent yield to maturity of the
\nComparable Treasury Issue, assuming a price for the Comparable Treasury Issue
\n(expressed as a percentage of the principal amount) equal to the Comparable
\nTreasury Price for such redemption date, plus 0.50%.<\/p>\n
         “Comparable Treasury Issue” means the United States Treasury security
\nselected by a Quotation Agent as having a maturity comparable to the remaining
\nterm of the Notes to be redeemed that would be utilized, at the time of
\nselection and in accordance with customary financial practice, in pricing new
\nissues of corporate debt securities of comparable maturity to the remaining term
\nof such Notes.<\/p>\n
         “Comparable Treasury Price” means, with respect to any redemption date,
\n(i) the average of the Reference Treasury Dealer Quotations for such redemption
\ndate, after excluding the highest and lowest of such Reference Treasury Dealer
\nQuotations, or (ii) if the Trustee obtains three or fewer such Reference
\nTreasury Dealer Quotations, the average of all such quotations.<\/p>\n
         “Make-Whole Premium” means, for any Note to be redeemed, a premium
\nequal to the excess (if any) of (i) as determined by a Quotation Agent, the sum
\nof the present values of the remaining scheduled payments of principal and
\ninterest on such Note discounted to the redemption date on a semi-annual basis
\n(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
\nTreasury Rate over (ii) 100% of the unpaid principal amount of such Note. If a
\nredemption date does not fall on an interest payment date, then, with respect to
\nthe interest payment immediately succeeding the redemption date, only the
\nunaccrued portion of such interest payment as of the redemption date shall be
\nincluded in the calculation pursuant to clause (i) above.<\/p>\n
         “Quotation Agent” means one of the Reference Treasury Dealers appointed
\nby the Trustee after consultation with the Company.<\/p>\n
         “Reference Treasury Dealer” means (i) each of UBS Warburg LLC and
\nDeutsche Banc Alex. Brown Inc. and their respective successors; provided,
\nhowever, that if any of the foregoing shall cease to be a primary U.S.
\nGovernment securities dealer in New York, New York (a “Primary Treasury
\nDealer”), the Company shall substitute therefor another Primary Treasury Dealer;
\nand (ii) any other Primary Treasury Dealer selected by the Trustee after
\nconsultation with the Company.<\/p>\n
         “Reference Treasury Dealer Quotation” means, with respect to each
\nReference Treasury Dealer and any redemption date, the average, as determined by
\nthe Trustee, of the bid and asked prices for the Comparable Treasury Issue
\n(expressed in each case as a percentage of its principal amount) quoted in
\nwriting to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
\nthird business day preceding such redemption date.<\/p>\n
                                      B-4<\/p>\n
         If less than all of the Notes are to be redeemed at any time, selection
\nof the Notes to be redeemed will be made by the Trustee from among the
\noutstanding Notes on a pro rata basis, by lot or by any other method permitted
\nin the Indenture. On and after the redemption date, interest will cease to
\naccrue on the Notes or portions thereof called for redemption.<\/p>\n
         The Notes will not be entitled to any sinking fund.<\/p>\n
         6. Notice of Redemption. Notice of redemption under paragraph 5 of this
\nNote will be mailed at least 30 days but not more than 60 days before the
\nRedemption Date to each Holder of Notes to be redeemed at such Holder’s
\nregistered address.<\/p>\n
         Except as set forth in the Indenture, if monies for the redemption of
\nthe Notes called for redemption shall have been deposited with the Paying Agent
\nfor redemption on such Redemption Date, then the Notes called for redemption
\nwill cease to bear interest from and after such Redemption Date and the only
\nright of the Holders of such Notes will be to receive payment of the Redemption
\nPrice plus interest accrued through the Redemption Date, if any.<\/p>\n
         7. Offers to Purchase. Prior to the occurrence of the Fall-Away Event
\n(as defined in the Indenture), the Indenture provides that, after certain Asset
\nSales (as defined in the Indenture) or upon the occurrence of a Change of
\nControl (as defined in the Indenture), and subject to further limitations
\ncontained therein, the Company will make an offer to purchase certain amounts of
\nthe Notes in accordance with the procedures set forth in the Indenture.<\/p>\n
         8. Denominations; Transfer; Exchange. The Notes are in definitive,
\nfully registered form, without coupons, in minimum denominations of $1,000 and
\nin integral multiples of $1,000 in excess thereof. A Holder shall register the
\ntransfer or exchange of Notes in accordance with the Indenture. The Registrar
\nmay require a Holder, among other things, to furnish appropriate endorsements
\nand transfer documents and to pay certain transfer taxes or similar governmental
\ncharges payable in connection therewith as permitted by the Indenture. The
\nRegistrar need not register the transfer of or exchange of any Notes or portions
\nthereof selected for redemption.<\/p>\n
         9. Persons Deemed Owners. The registered Holder of a Note shall be
\ntreated as the owner of such Note for all purposes.<\/p>\n
         10. Unclaimed Money. If money for the payment of principal or interest
\nremains unclaimed for two years, the Trustee and the Paying Agent will pay the
\nmoney back to the Company. After that, Holders entitled to money must look to
\nthe Company for payment as general creditors unless an “abandoned property” law
\ndesignates another person.<\/p>\n
         11. Legal Defeasance and Covenant Defeasance. If the Company at any
\ntime deposits with the Trustee U.S. legal tender or other obligations of the
\ntypes set forth in the Indenture sufficient to pay the principal of and interest
\non the Notes to Stated Maturity or redemption, if applicable, and complies with
\nthe other provisions of the Indenture relating to Legal Defeasance or Covenant
\nDefeasance, the Company will be discharged from certain provisions of the
\nIndenture and the Notes (including certain covenants, but excluding its
\nobligation to pay the principal of and interest on the Notes).<\/p>\n
                                      B-5<\/p>\n
         12. Amendments, Supplements, and Waivers. Subject to certain
\nexceptions, the Indenture or the Notes may be amended or supplemented with the
\nwritten consent of the Holders of at least a majority in aggregate outstanding
\nprincipal amounts of the Notes, and any existing Default or Event of Default or
\nnoncompliance with any provision may be waived with the written consent of the
\nHolders of a majority in aggregate principal amount of the Notes then
\noutstanding. Without notice to or consent of any Holder, the parties thereto may
\namend or supplement the Indenture or the Notes to, among other things, cure any
\nambiguity, defect or inconsistency or make any other change that does not
\nadversely affect in any material respect the rights of any Holder of a Note.<\/p>\n
         13. Restrictive Covenants. The Indenture imposes certain limitations on
\nthe ability of the Company and its Subsidiaries to, among other things, make
\npayments in respect of its Capital Stock, incur additional Indebtedness, make
\ncertain investments, sell assets, enter into transactions with Affiliates,
\ncreate Liens, merge or consolidate with or into any other Person or sell, lease,
\nconvey or otherwise dispose of all or substantially all of its assets or create
\ndividend or other payment restrictions affecting Subsidiaries of the Company.
\nSuch limitations are subject to a number of important qualifications and
\nexceptions and, in certain instances upon the occurrence of certain events,
\ncease to be binding upon the Company and its Subsidiaries. The Company must
\nreport on an annual basis to the Trustee on compliance with such limitations.<\/p>\n
         14. Successor. When a Successor assumes, in accordance with the
\nIndenture, all the obligations of its predecessor under the Notes and the
\nIndenture, and immediately before and thereafter no Default exists and certain
\nother conditions are satisfied, the predecessor entity will be released from
\nthose obligations.<\/p>\n
         15. Defaults and Remedies. Events of Default are set forth in the
\nIndenture. If an Event of Default (other than an Event of Default with respect
\nto the Company pursuant to SECTION 6.01(F) or 6.01(G) of the Indenture) shall
\nhave occurred and be continuing, then the Trustee by written notice to the
\nCompany, or the Holders of not less than 25% in aggregate principal amount of
\nthe Notes then outstanding by written notice to the Company and the Trustee, may
\ndeclare to be immediately due and payable the entire principal amount of all the
\nNotes then outstanding plus accrued interest to the date of acceleration;
\nprovided, however, that after such acceleration but before a judgment or decree
\nbased on such acceleration is obtained by the Trustee, the Holders of a majority
\nin aggregate principal amount of the outstanding Notes by written notice to the
\nCompany and the Trustee may rescind and annul such acceleration and its
\nconsequences if all existing Events of Default, other than the nonpayment of
\nprincipal, premium, if any, or interest that has become due solely because of
\nthe acceleration, have been cured or waived. No such rescission shall affect any
\nsubsequent Default or impair any right consequent thereto. In case an Event of
\nDefault with respect to the Company specified in Section 6.01(f) or 6.01(g) of
\nthe Indenture occurs, the principal amount, together with premium, if any, and
\ninterest with respect to all of the Notes, shall be due and payable immediately
\nwithout any declaration or other act on the part of the Trustee or the Holders
\nof the Notes.<\/p>\n
         16. Trustee Dealings with Company. The Trustee under the Indenture, in
\nits individual or any other capacity, may make loans to, accept deposits from,
\nand perform services for the Company, and may otherwise deal with the Company,
\nits Subsidiaries or their respective Affiliates as if it were not the Trustee.<\/p>\n
                                      B-6<\/p>\n
         17. No Recourse Against Others. No incorporator, director, officer,
\nemployee, stockholder or controlling person, as such, of the Company shall have
\nany liability for any obligations of the Company under the Notes or the
\nIndenture or for any claim based on, in respect of or by reason of such
\nobligations or their creation. By accepting a Note, each Holder shall waive and
\nrelease all such liability. The waiver and release shall be part of the
\nconsideration for the issue of the Notes.<\/p>\n
         18. Authentication. This Note shall not be valid until the Trustee or
\nAuthenticating Agent manually signs the certificate of authentication on this
\nNote.<\/p>\n
         19. Multiple Counterparts. The parties may sign multiple counterparts
\nof this Note. Each signed counterpart shall be deemed an original but all of
\nthem together represent one and the same Note.<\/p>\n
         20. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
\nAND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
\nCONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED TO SUBMIT TO
\nTHE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
\nPROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.<\/p>\n
         21. Abbreviations and Defined Terms. Customary abbreviations may be
\nused in the name of a Holder of a Note or an assignee, such as: TEN COM (=
\ntenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
\ntenants with right of survivorship and not as tenants in common), CUST (=
\nCustodian), and U\/G\/M\/A (= Uniform Gifts to Minors Act).<\/p>\n
         22. CUSIP Numbers. The Company has caused CUSIP numbers to be printed
\non the Notes as a convenience to the Holders. No representation is made as to
\nthe accuracy of such numbers as printed on the Notes and reliance may be placed
\nonly on the other identification numbers printed hereon.<\/p>\n
         23. Indenture. Each Holder, by accepting a Note, agrees to be bound by
\nall of the terms and provisions of the Indenture, as the same may be amended
\nfrom time to time.<\/p>\n
         The Company will furnish to any Holder of a Note upon written request
\nand without charge a copy of the Indenture. Requests may be made to: HEALTHSOUTH
\nCorporation, One HealthSouth Parkway, Birmingham, Alabama 35243, Telephone No.
\n(205) 969-4977, Facsimile No. (205) 969-4730, Attention: William W. Horton.<\/p>\n
                                      B-7<\/p>\n
                                 ASSIGNMENT FORM<\/p>\n
                  If you the Holder want to assign this Note, fill in the form
\nbelow and have your signature guaranteed:<\/p>\n
I or we assign and transfer this Note to:<\/p>\n
——————————————————————————–<\/p>\n
——————————————————————————–<\/p>\n
——————————————————————————–
\n                  (Print or type name, address and zip code and
\n                  social security or tax ID number of assignee)<\/p>\n
and irrevocably appoint                                                        ,
\n                       ——————————————————–
\nagent to transfer this Note on the books of the Company. The agent may
\nsubstitute another to act for him.<\/p>\n
Date:                                       Signed:
\n       —————————–               —————————-
\n                                                   (Sign exactly as your name
\n                                                    appears on the other side
\n                                                    of this Note)<\/p>\n
                                                     NOTICE: The signature on
\n                                                     this assignment must
\n                                                     correspond with the name as
\n                                                     it appears upon the face of
\n                                                     the within Note in every
\n                                                     particular without
\n                                                     alteration or enlargement
\n                                                     or any change whatsoever
\n                                                     and be guaranteed by the
\n                                                     endorser’s bank or broker.<\/p>\n
Medallion Guarantee:
\n                    ———————————<\/p>\n
                                      B-8<\/p>\n
                      [OPTION OF HOLDER TO ELECT PURCHASE]<\/p>\n
         If you want to elect to have this Note purchased by the Company
\npursuant to SECTION 4.12 or SECTION 4.15 of the Indenture, check the appropriate
\nbox:<\/p>\n
                                Section 4.12 |_|
\n                                Section 4.15 |_|<\/p>\n
         If you want to elect to have only part of this Note purchased by the
\nCompany pursuant to Section 4.12 or Section 4.15 of the Indenture, state the
\namount you elect to have purchased:<\/p>\n
$  ______________________<\/p>\n
Date:____________________<\/p>\n
_______________________________________
\n(Sign exactly as your name appears on the other side of this Note)<\/p>\n
                                      B-9<\/p>\n
                                                                       EXHIBIT C<\/p>\n
                    [FORM OF RULE 144A TRANSFER CERTIFICATE]
\n                                     [date]<\/p>\n
[Name of Registrar]
\n[Address of Registrar]<\/p>\n
Ladies and Gentlemen:<\/p>\n
         Reference is hereby made to the Indenture, dated as of September 28,
\n2001, between HEALTHSOUTH Corporation, as Issuer (the “Company”), and National
\nCity Bank, as Trustee. Capitalized terms used but not defined herein shall have
\nthe respective meanings given to such terms in the Indenture or Rule 144A, as
\nthe case may be.<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(VI):<\/p>\n
         This certificate relates to US$___________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Restricted Global
\nNote (CUSIP No. ______________ ) with the Depositary in the name of [insert name
\nof transferor] (the “Transferor”). The Transferor has requested a transfer of
\nsuch beneficial interest for one or more Certificated Notes to be registered in
\nthe name of [insert name of transferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(V):<\/p>\n
         This certificate relates to US$___________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Regulation S Global
\nNote (CUSIP No. ______________ ) with the Depositary in the name of [insert name
\nof transferor] (the “Transferor”). The Transferor has requested a transfer of
\nsuch beneficial interest for a beneficial interest in the Restricted Global Note
\nto be registered in the name of [insert name of transferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(C)(III):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of one or more Certificated Notes registered in the
\nname of [insert name of transferor (the “Transferor”). The Transferor has
\nrequested a transfer of such Certificated Notes for a beneficial interest in the
\nRestricted Global Note (CUSIP No. _____________ ) to be held [with the
\nDepositary in the name of [insert name of Transferee] (the “Transferee”).]<\/p>\n
         In connection with such request for transfer and in respect of such
\nNotes, the Transferor does hereby certify that such transfer is being effected
\nin accordance with the transfer restrictions set forth in the Indenture and the
\nNotes and pursuant to and in accordance with Rule 144A, and accordingly the
\nTransferor does hereby certify:<\/p>\n
         (1) the Transferee is a person that the Transferor and any person
\nacting on behalf of the Transferor reasonably believe is purchasing such Notes
\nfor its own account, or for one or<\/p>\n
                                      C-1<\/p>\n
more accounts with respect to which the Transferee exercises sole investment
\ndiscretion, and the Transferee and each such account is a “qualified
\ninstitutional buyer” within the meaning of Rule 144A;<\/p>\n
         (2) the Transferor and any person acting on its behalf has taken
\nreasonable steps to ensure that the Transferee is aware that the Transferor may
\nbe relying on Rule 144A in connection with the transaction; and<\/p>\n
         (3) the transaction satisfies all other requirements of Rule 144A and
\nof any applicable securities laws of any state of the United States or any other
\njurisdiction.<\/p>\n
         You and the Company are entitled to rely upon this certificate and are
\nirrevocably authorized to produce this certificate or a copy hereof to any
\ninterested party in any administrative or legal proceedings or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n
                                         [Name of Transferor]<\/p>\n
                                         By:
\n                                            ————————————
\n                                             Name:
\n                                             Title:<\/p>\n
                                      C-2<\/p>\n
                                                                       EXHIBIT D<\/p>\n
                   [FORM OF REGULATION S TRANSFER CERTIFICATE]
\n                                     [date]<\/p>\n
[Name of Registrar]
\n[Address of Registrar]<\/p>\n
Ladies and Gentlemen:<\/p>\n
         Reference is hereby made to the Indenture, dated as of September 28,
\n2001, between HEALTHSOUTH Corporation, as Issuer (the “Company”), and National
\nCity Bank, as Trustee. Capitalized terms used but not defined herein shall have
\nthe respective meanings given to such terms in the Indenture or Regulation S, as
\nthe case may be.<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(III) or 2.15(B)(IV):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Restricted Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for a beneficial interest in the Regulation S Global Note
\n(CUSIP No.__________) to be held [[include the following for any transfer made
\npursuant to SECTION 2.15(B)(III): with [Euroclear] [Clearstream] (Common Code
\nNo.__________)] through the Depositary in the name of [insert name of
\ntransferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(C)(III):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of one or more Certificated Notes registered in the
\nname of [insert name of transferor) (the “Transferor”). The Transferor has
\nrequested a transfer of such Certificated Notes for a beneficial interest in the
\nRegulation S Global Note (CUSIP No.__________) to be held [with [Euroclear]
\n[Clearstream]] through the Depositary in the name of [insert name of transferee]
\n(the “Transferee”).]<\/p>\n
         In connection with such request for transfer and in respect of such
\nNotes, the Transferor does hereby certify that such transfer is being effected
\nin accordance with the transfer restrictions set forth in the Indenture and the
\nNotes and pursuant to and in accordance with Regulation S, and accordingly the
\nTransferor does hereby certify:<\/p>\n
         (1) the offer of such Notes was not made to a person in the United
\nStates;<\/p>\n
         (2) either (A) at the time the buy order for such Notes was originated,
\nthe Transferee was outside the United States or the Transferor and any person
\nacting on its behalf reasonably believed that the Transferee was outside the
\nUnited States or (B) the transaction was executed in, or through the facilities
\nof, a designated offshore securities market and neither the Transferor nor<\/p>\n
                                      D-1<\/p>\n
any person acting on its behalf knew that the transaction was pre-arranged with
\na buyer in the United States,<\/p>\n
         (3) no directed selling efforts have been made in the United States in
\ncontravention of the requirements of Rule 903(b) or 904(b) of the Securities
\nAct, as applicable, and<\/p>\n
         (4) the transaction is not part of a plan or scheme to evade the
\nregistration requirements of the Securities Act.<\/p>\n
         [Add the following for transfers made during the Regulation S
\nDistribution Compliance Period:<\/p>\n
         In addition, (A) if the provisions of Rule 903(c)(3) or Rule 904(c)(1)
\nof the Securities Act are applicable to the transaction, the Transferor hereby
\ncertifies that the transfer is being made in accordance with the requirements of
\nRule 903(c)(3) or Rule 904(c)(1), as the case may be, and (B) upon completion of
\nthe transaction, the Transferee will hold the transferred beneficial interest
\nthrough Euroclear or Clearstream.]<\/p>\n
         You and the Company are entitled to rely upon this certificate and are
\nirrevocably authorized to produce this certificate or a copy hereof to any
\ninterested party in any administrative or legal proceedings or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n
                                         [Name of Transferor]<\/p>\n
                                         By:
\n                                            ———————————–
\n                                             Name:
\n                                             Title:<\/p>\n
                                      D-2<\/p>\n
                                                                       EXHIBIT E<\/p>\n
                     [FORM OF RULE 144 TRANSFER CERTIFICATE]
\n                                     [date]<\/p>\n
[Name of Registrar]
\n[Address of Registrar]<\/p>\n
Ladies and Gentlemen:<\/p>\n
         Reference is hereby made to the Indenture, dated as of September 28,
\n2001, between HEALTHSOUTH Corporation, as Issuer (the “Company”), and National
\nCity Bank, as Trustee. Capitalized terms used but not defined herein shall have
\nthe respective meanings given to such terms in the Indenture or Rule 144, as the
\ncase may be.<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(III):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Restricted Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for a beneficial interest in the Regulation S Global Note
\n(CUSIP No.__________) to be held with the Depositary in the name of [insert name
\nof transferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(VI):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Restricted Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for one or more Certificated Notes to be registered in the
\nname of [insert name of transferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(VII):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Regulation S Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for one or more Certificated Notes to be registered in the
\nname of [insert name of transferee] (the “Transferee”).]<\/p>\n
         In connection with such request for transfer and in respect of such
\nNotes, the Transferor does hereby certify that such transfer has been effected
\nin accordance with the transfer restrictions set forth in the Indenture and the
\nNotes, and that the Notes are being transferred in a transaction permitted by
\nRule 144 under the Securities Act.<\/p>\n
                                      E-1<\/p>\n
         You and the Company are entitled to rely upon this certificate and are
\nirrevocably authorized to produce this certificate or a copy hereof to any
\ninterested party in any administrative or legal proceedings or official inquiry
\nwith respect to the matters covered hereby,<\/p>\n
                                         [Name of Transferor]<\/p>\n
                                         By:
\n                                            ————————————
\n                                             Name:
\n                                             Title:<\/p>\n
                                      E-2<\/p>\n
                                                                       EXHIBIT F<\/p>\n
               [FORM OF ACCREDITED INVESTOR TRANSFER CERTIFICATE]
\n                                     [date]<\/p>\n
[Name of Registrar]
\n[Address of Registrar]<\/p>\n
Ladies and Gentlemen:<\/p>\n
         Reference is hereby made to the Indenture, dated as of September 28,
\n2001, between HEALTHSOUTH Corporation, as Issuer (the “Company”), and National
\nCity Bank, as Trustee. Capitalized terms used but not defined herein shall have
\nthe respective meanings given to such terms in the Indenture or Regulation D, as
\nthe case may be.<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(VI):<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Restricted Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for a beneficial interest in one or more Certificated Notes
\n(CUSIP No.__________) to be held with the Depositary in the name of [insert name
\nof transferee] (the “Transferee”].<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSECTION 2.15(B)(VII) of the Indenture:<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of a beneficial interest in the Regulation S Global
\nNote (CUSIP No.__________) with the Depositary in the name of [insert name of
\ntransferor] (the “Transferor”). The Transferor has requested a transfer of such
\nbeneficial interest for one or more Certificated Notes to be registered in the
\nname of [insert name of transferee] (the “Transferee”).]<\/p>\n
         [Insert the following paragraph for any transfer made pursuant to
\nSection 2.15(c)(i) of the Indenture:<\/p>\n
         This certificate relates to US$__________ principal amount of Notes
\nwhich are held in the form of one or more Certificated Notes registered in the
\nname of [insert name of transferor] (the “Transferor”). The Transferor has
\nrequested a transfer of such Certificated Notes for one or more Certificated
\nNotes to be registered in the name of [insert name of transferee] (the
\n“Transferee”).]<\/p>\n
         The undersigned represents and warrants to you that:<\/p>\n
         (1) We are an institutional “accredited investor” (as defined in Rule
\n501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
\namended (the “Securities Act”))<\/p>\n
                                      F-1<\/p>\n
purchasing for our own account or for the account of such an institutional
\n“accredited investor”, and we are acquiring the Notes not with a view to, or for
\noffer or sale in connection with, any distribution in violation of the
\nSecurities Act or other applicable securities law and we have such knowledge and
\nexperience in financial and business matters as to be capable of evaluating the
\nmerits and risks of our investment in the Notes and invest in or purchase
\nsecurities similar to the Notes in the normal course of our business. We and any
\naccounts for which we are acting are each able to bear the economic risk of our
\ninvestment.<\/p>\n
         (2) We understand and acknowledge that the Notes have not been
\nregistered under the Securities Act or any other applicable securities law and,
\nunless so registered, may not be sold except as permitted in the following
\nsentence. We agree on our own behalf and on behalf of any investor account for
\nwhich we are purchasing Notes to offer, sell or otherwise transfer such Notes
\nprior to the date which is two (2) years after the later of the date of original
\nissue and the last date on which the Company or any Affiliate of the Company was
\nthe owner of such Notes (or any predecessor thereto) (such later date, the
\n“Resale Restriction Termination Date”) only (a) to a Person we reasonably
\nbelieve is a qualified institutional buyer (as defined in Rule 144A under the
\nSecurities Act) that purchases for its own account or for the account of a
\nqualified institutional buyer to whom notice is given that the resale, pledge or
\ntransfer is being made in a transaction meeting the requirements of Rule 144A
\nunder the Securities Act, (b) in a transaction meeting the requirements of Rule
\n144 under the Securities Act, (c) outside the United States to a foreign person
\nin a transaction meeting the requirements of Rule 904 of Regulation S under the
\nSecurities Act or (d) in accordance with another exemption from the registration
\nrequirements of the Securities Act, provided that in the case of a transfer,
\npledge or sale pursuant to this clause (d) such transfer is subject to the
\nreceipt by the Registrar (and the Company, if it so requests) of a certification
\nof the transferor and an Opinion of Counsel to the effect that such transfer is
\nin compliance with the Securities Act, (e) to the Company or its Affiliates or
\n(f) pursuant to an effective registration statement under the Securities Act
\nand, in each case, in accordance with any applicable securities laws of any
\nstate of the United States or any other applicable jurisdiction and the
\nIndenture governing the Notes. Any transfer of Notes pursuant to clause (d)
\nabove to an institutional “accredited investor” within the meaning of Rule
\n501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act that is
\npurchasing the Notes for its own account or for the account of such an
\ninstitutional “accredited investor,” shall involve a minimum purchase price of
\nUS$250,000 for such Notes, subject in each of the foregoing cases to any
\nrequirement of law that the disposition of our property or the property of such
\ninvestor account or accounts be at all times within our or their control and in
\ncompliance with any applicable state securities laws. The foregoing restrictions
\non resale will not apply subsequent to the Resale Restriction Termination Date.
\nIf any resale or other transfer of the Notes is proposed to an institutional
\n“accredited investor” prior to the Resale Restriction Termination Date, the
\ntransferor shall deliver to the Company and the Trustee a letter from the
\ntransferee substantially in the form of this letter, which shall provide, among
\nother things, that the transferee is an institutional “accredited investor”
\nwithin the meaning of Rule 501 (a)(l), (2), (3) or (7) of Regulation D under the
\nSecurities Act and that it is acquiring such Notes for investment purposes and
\nnot for distribution in violation of the Securities Act. We acknowledge that the
\nCompany and the Trustee reserve the right prior to any offer, sale or other
\ntransfer of the Notes pursuant to clause (c) or (d) above prior to the Resale
\nRestriction Termination Date to require the delivery of an opinion of counsel,
\ncertifications and\/or other information satisfactory to the Company and the
\nTrustee.<\/p>\n
                                      F-2<\/p>\n
         (3) We are acquiring the Notes purchased by us for our own account or
\nfor one or more accounts as to each of which we exercise sole investment
\ndiscretion.<\/p>\n
         You and the Company are entitled to rely upon this certificate and are
\nirrevocably authorized to produce this certificate or a copy hereof to any
\ninterested party in any administrative or legal proceedings or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n
                                          [Name of Transferee]<\/p>\n
                                          By:
\n                                             ———————————-
\n                                              Name:
\n                                              Title:<\/p>\n
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