{"id":41070,"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-rehabilitation-corp-and-nationsbank-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-healthsouth-rehabilitation-corp-and-nationsbank-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-healthsouth-rehabilitation-corp-and-nationsbank-of.html","title":{"rendered":"Indenture &#8211; HealthSouth Rehabilitation Corp. and NationsBank of Georgia NA"},"content":{"rendered":"<pre>\n                     HEALTHSOUTH Rehabilitation Corporation\n\n                                       TO\n\n                 NationsBank of Georgia, National Association,\n\n                                    Trustee\n\n\n\n\n\n                                   Indenture\n\n                            Dated as of March 24, 1994\n\n\n\n\n                                  $287,500,000\n\n\n\n\n                    9.5 % Senior Subordinated Notes due 2001\n\n\n\n\n\n\n\n\n\n         Certain Sections of this Indenture relating to\n                 Sections 310 through 318 of the\n                          Trust Indenture Act of 1939:\n\n\nTrust Indenture                                 Indenture\n  Act Section                                    Section\n\nSection 310(a)(1)     . . . . . . . . . . . . . . .    609\n           (a)(2)     . . . . . . . . . . . . . . .    609\n           (a)(3)     . . . . . . . . . . . . . . .    Not Applicable\n           (a)(4)     . . . . . . . . . . . . . . .    Not Applicable\n           (a)(5)     . . . . . . . . . . . . . . .    609\n           (b)        . . . . . . . . . . . . . . .    608; 610\n           (c)        . . . . . . . . . . . . . . .    Not Applicable\nSection 311(a)        . . . . . . . . . . . . . . .    613\n           (b)        . . . . . . . . . . . . . . .    613\n           (c)        . . . . . . . . . . . . . . .    Not Applicable\nSection 312(a)        . . . . . . . . . . . . . . .    701; 702(a)\n           (b)        . . . . . . . . . . . . . . .    702(b)\n           (c)        . . . . . . . . . . . . . . .    702(c)\nSection 313(a)        . . . . . . . . . . . . . . .    703(a)\n           (b)        . . . . . . . . . . . . . . .    703(a)\n           (c)        . . . . . . . . . . . . . . .    703(a)\n           (d)        . . . . . . . . . . . . . . .    703(b)\n        314(a)        . . . . . . . . . . . . . . .    704\n           (a)(4)     . . . . . . . . . . . . . . .    101; 1004\n           (b)        . . . . . . . . . . . . . . .    Not Applicable\n           (c)(1)     . . . . . . . . . . . . . . .    102\n           (c)(2)     . . . . . . . . . . . . . . .    102\n           (c)(3)     . . . . . . . . . . . . . . .    Not Applicable\n           (d)        . . . . . . . . . . . . . . .    Not Applicable\n           (e)        . . . . . . . . . . . . . . .    102\nSection 315(a)        . . . . . . . . . . . . . . .    601\n           (b)        . . . . . . . . . . . . . . .    602\n           (c)        . . . . . . . . . . . . . . .    601\n           (d)        . . . . . . . . . . . . . . .    601\n           (e)        . . . . . . . . . . . . . . .    514\nSection 316(a) (last sentence). . . . . . . . . . .    101\n           (a)(1)(A). . . . . . . . . . . . . . . .    502; 512\n           (a)(1)(B). . . . . . . . . . . . . . . .    513\n           (a)(2)     . . . . . . . . . . . . . . .    Not Applicable\n           (b)        . . . . . . . . . . . . . . .    508\n           (c)        . . . . . . . . . . . . . . .    104(c)\nSection 317(a)(l)     . . . . . . . . . . . . . . .    505\n           (a)(2)     . . . . . . . . . . . . . . .    504\n           (b)        . . . . . . . . . . . . . . .    1003\nSection 318(a)        . . . . . . . . . . . . . . .    107\n\n\n- --------------------\n     Note:  This reconciliation and tie shall not, for any\npurpose, be deemed to be a part of the Indenture.\n\n\n\n\n                               TABLE OF CONTENTS\n\n                                                                            Page\n\nParties . . . . . . . . . . . . . . . . . . . . . . .          1\nRecitals of the Company . . . . . . . . . . . . . . .          1\n\n\n                                  ARTICLE ONE\n\n                        Definitions and Other Provisions\n\n                             of General Application\n\n     SECTION 101.   Definitions . . . . . . . . . . . . . . .  1\n\n          \"Accounts Receivable\" . . . . . . . . . . . . . . .  2\n          \"Acquired Indebtedness\" . . . . . . . . . . . . . .  2\n          \"Act\" . . . . . . . . . . . . . . . . . . . . . . .  2\n          \"Affiliate\" . . . . . . . . . . . . . . . . . . . .  2\n          \"Asset Sale\". . . . . . . . . . . . . . . . . . . .  2\n          \"Attributable Indebtedness\" . . . . . . . . . . . .  3\n          \"Authenticating Agent\". . . . . . . . . . . . . . .  3\n          \"Bank Debt\" . . . . . . . . . . . . . . . . . . . .  3\n          \"Board of Directors\". . . . . . . . . . . . . . . .  3\n          \"Board Resolution\". . . . . . . . . . . . . . . . .  3\n          \"Business Day\". . . . . . . . . . . . . . . . . . .  4\n          \"Capital Stock\" . . . . . . . . . . . . . . . . . .  4\n          \"Capitalized Lease Obligations\" . . . . . . . . . .  4\n          \"Change of Control\" . . . . . . . . . . . . . . . .  4\n          \"Commission\". . . . . . . . . . . . . . . . . . . .  4\n          \"Common Equity\" . . . . . . . . . . . . . . . . . .  4\n          \"Company\" . . . . . . . . . . . . . . . . . . . . .  4\n          \"Company Request\" or \"Company Order\". . . . . . . .  4\n          \"Consolidated Amortization Expense\" . . . . . . . .  4\n          \"Consolidated Depreciation Expense\" . . . . . . . .  5\n          \"Consolidated EBITDA\" . . . . . . . . . . . . . . .  5\n          \"Consolidated Income Tax Expense\" . . . . . . . . .  5\n          \"Consolidated Interest Expense\" . . . . . . . . . .  5\n          \"Consolidated Net Income\" . . . . . . . . . . . . .  5\n          \"Consolidated Net Worth\". . . . . . . . . . . . . .  6\n          \"Consolidated Tangible Assets\". . . . . . . . . . .  7\n          \"Convertible Debentures\". . . . . . . . . . . . . .  7\n          \"Corporate Trust Office\". . . . . . . . . . . . . .  7\n          \"Corporation\" . . . . . . . . . . . . . . . . . . .  7\n          \"Credit Agreements\" . . . . . . . . . . . . . . . .  7\n          \"Default\" . . . . . . . . . . . . . . . . . . . . .  7\n          \"Defaulted Interest\". . . . . . . . . . . . . . . .  7\n          \"Designated Senior Indebtedness\". . . . . . . . . .  7\n          \"Disqualified Stock\". . . . . . . . . . . . . . . .  8\n          \"EBITDA Coverage Ratio\" . . . . . . . . . . . . . .  8\n          \"Eligible Accounts Receivable\". . . . . . . . . . .  8\n          \"Eligible Investments\". . . . . . . . . . . . . . .  8\n          \"Exchange Act\". . . . . . . . . . . . . . . . . . .  9\n          \"Existing Indebtedness\" . . . . . . . . . . . . . .  9\n          \"Event of Default\". . . . . . . . . . . . . . . . .  9\n          \"GAAP\". . . . . . . . . . . . . . . . . . . . . . .  9\n          \"Hedging Obligations\" . . . . . . . . . . . . . . .  9\n          \"Holder\". . . . . . . . . . . . . . . . . . . . . .  9\n          \"Indebtedness\". . . . . . . . . . . . . . . . . . .  9\n          \"Interest Expense\". . . . . . . . . . . . . . . . . 10\n          \"Inventory\" . . . . . . . . . . . . . . . . . . . . 10\n          \"Indenture\" . . . . . . . . . . . . . . . . . . . . 10\n          \"Interest Payment Date\" . . . . . . . . . . . . . . 10\n          \"Investments\" . . . . . . . . . . . . . . . . . . . 11\n          \"Lien\". . . . . . . . . . . . . . . . . . . . . . . 11\n          \"Maturity\". . . . . . . . . . . . . . . . . . . . . 11\n          \"Net Proceeds\". . . . . . . . . . . . . . . . . . . 11\n          \"Officers' Certificate\" . . . . . . . . . . . . . . 12\n          \"Opinion of Counsel\". . . . . . . . . . . . . . . . 12\n          \"Outstanding\" . . . . . . . . . . . . . . . . . . . 12\n          \"Paying Agent\". . . . . . . . . . . . . . . . . . . 13\n          \"Permitted Liens\" . . . . . . . . . . . . . . . . . 13\n          \"Person\". . . . . . . . . . . . . . . . . . . . . . 14\n          \"PP&amp;E\". . . . . . . . . . . . . . . . . . . . . . . 14\n          \"Predecessor Security\". . . . . . . . . . . . . . . 14\n          \"Preferred Stock\" . . . . . . . . . . . . . . . . . 14\n          \"Proceeding\". . . . . . . . . . . . . . . . . . . . 14\n          \"Refinancing Indebtedness\". . . . . . . . . . . . . 14\n          \"Redemption Date\" . . . . . . . . . . . . . . . . . 15\n          \"Redemption Price\". . . . . . . . . . . . . . . . . 15\n          \"Regular Record Date\" . . . . . . . . . . . . . . . 15\n          \"Repurchase Date\" . . . . . . . . . . . . . . . . . 15\n          \"Repurchase Event\". . . . . . . . . . . . . . . . . 15\n          \"Repurchase Price\". . . . . . . . . . . . . . . . . 15\n          \"Responsible Officer\" . . . . . . . . . . . . . . . 15\n          \"Restricted Payment\". . . . . . . . . . . . . . . . 15\n          \"Sale and Leaseback Transaction\". . . . . . . . . . 16\n          \"Securities Payment\". . . . . . . . . . . . . . . . 16\n          \"Security Register\" and \"Security Registrar\". . . . 16\n          \"Senior Indebtedness\" . . . . . . . . . . . . . . . 16\n          \"Senior Subordinated Debt\". . . . . . . . . . . . . 17\n          \"Significant Subsidiary\". . . . . . . . . . . . . . 17\n          \"Special Record Date\" . . . . . . . . . . . . . . . 17\n          \"Stated Maturity\" . . . . . . . . . . . . . . . . . 17\n          \"Subordinated Obligations\". . . . . . . . . . . . . 17\n          \"Subsidiary\". . . . . . . . . . . . . . . . . . . . 17\n          \"Trading Day\" . . . . . . . . . . . . . . . . . . . 18\n          \"Trustee\" . . . . . . . . . . . . . . . . . . . . . 18\n          \"Trust Indenture Act\" . . . . . . . . . . . . . . . 18\n          \"Vice President\". . . . . . . . . . . . . . . . . . 18\n          \"Weighted Average Life to Maturity\" . . . . . . . . 18\n          \"Wholly Owned Subsidiary\" . . . . . . . . . . . . . 18\n\n     SECTION 102.   Compliance Certificates and Opinions. . . 19\n\n     SECTION 103.   Form of Documents Delivered to Trustee. . 19\n\n     SECTION 104.   Acts of Holders; Record Dates . . . . . . 20\n\n     SECTION 105.   Notices, Etc., to Trustee and Company . . 21\n\n     SECTION 106.   Notice to Holders; Waiver . . . . . . . . 21\n\n     SECTION 107.   Conflict with Trust Indenture Act . . . . 22\n\n     SECTION 108.   Effect of Headings and Table of\n                    Contents. . . . . . . . . . . . . . . . . 22\n\n     SECTION 109.   Successors and Assigns. . . . . . . . . . 22\n\n     SECTION 110.   Separability Clause . . . . . . . . . . . 23\n\n     SECTION 111.   Benefits of Indenture . . . . . . . . . . 23\n\n     SECTION 112.   Governing Law . . . . . . . . . . . . . . 23\n\n     SECTION 113.   Legal Holidays. . . . . . . . . . . . . . 23\n\n                                  ARTICLE TWO\n\n                                 Security Forms\n\n     SECTION 201.   Forms Generally . . . . . . . . . . . . . 23\n\n     SECTION 202.   Form of Face of Security. . . . . . . . . 24\n\n     SECTION 203.   Form of Reverse of Security . . . . . . . 25\n\n     SECTION 204.   Form of Trustee's Certificate of\n                    Authentication. . . . . . . . . . . . . . 29\n\n                                 ARTICLE THREE\n\n                                 The Securities\n\n     SECTION 301.   Title and Terms . . . . . . . . . . . . . 29\n\n     SECTION 302.   Denominations . . . . . . . . . . . . . . 30\n\n     SECTION 303.   Execution, Authentication, Delivery and\n                    Dating. . . . . . . . . . . . . . . . . . 30\n\n     SECTION 304.   Temporary Securities. . . . . . . . . . . 31\n\n     SECTION 305.   Registration, Registration of Transfer\n                    and Exchange. . . . . . . . . . . . . . . 31\n\n     SECTION 306.   Mutilated, Destroyed, Lost and Stolen\n                    Securities. . . . . . . . . . . . . . . . 32\n\n     SECTION 307.   Payment of Interest; Interest Rights\n                    Preserved . . . . . . . . . . . . . . . . 33\n\n     SECTION 308.   Persons Deemed Owners . . . . . . . . . . 35\n\n     SECTION 309.   Cancellation. . . . . . . . . . . . . . . 35\n\n     SECTION 310.   Computation of Interest . . . . . . . . . 35\n\n                                  ARTICLE FOUR\n\n                           Satisfaction and Discharge\n\n     SECTION 401.   Satisfaction and Discharge of\n                    Indenture . . . . . . . . . . . . . . . . 35\n\n     SECTION 402.   Application of Trust Money. . . . . . . . 37\n\n                                  ARTICLE FIVE\n\n                                    Remedies\n\n     SECTION 501.   Events of Default . . . . . . . . . . . . 37\n\n     SECTION 502.   Acceleration of Maturity; Rescission\n                    and Annulment.. . . . . . . . . . . . . . 40\n\n     SECTION 503.   Collection of Indebtedness and Suits\n                    for Enforcement by Trustee. . . . . . . . 41\n\n     SECTION 504.   Trustee May File Proofs of Claim. . . . . 41\n\n     SECTION 505.   Trustee May Enforce Claims Without\n                    Possession of Securities. . . . . . . . . 42\n\n     SECTION 506.   Application of Money Collected. . . . . . 42\n\n     SECTION 507.   Limitation on Suits . . . . . . . . . . . 43\n\n     SECTION 508.   Unconditional Right of Holders to\n                         Receive Principal, Premium and\n                  Interest. . . . . . . . . . . . . . . . . 44\n\n     SECTION 509.   Restoration of Rights and Remedies. . . . 44\n\n     SECTION 510.   Rights and Remedies Cumulative. . . . . . 44\n\n     SECTION 511.   Delay or Omission Not Waiver. . . . . . . 44\n\n     SECTION 512.   Control by Holders. . . . . . . . . . . . 45\n\n     SECTION 513.   Waiver of Past Defaults . . . . . . . . . 45\n\n     SECTION 514.   Undertaking for Costs . . . . . . . . . . 45\n\n     SECTION 515.   Waiver of Stay or Extension Laws. . . . . 46\n\n                                  ARTICLE SIX\n\n                                  The Trustee\n\n     SECTION 601.   Certain Duties and Responsibilities . . . 46\n\n     SECTION 602.   Notice of Defaults. . . . . . . . . . . . 46\n\n     SECTION 603.   Certain Rights of Trustee . . . . . . . . 47\n\n     SECTION 604.   Not Responsible for Recitals or\n                    Issuance of Securities. . . . . . . . . . 48\n\n     SECTION 605.   May Hold Securities . . . . . . . . . . . 48\n\n     SECTION 606.   Money Held in Trust . . . . . . . . . . . 48\n\n     SECTION 607.   Compensation and Reimbursement. . . . . . 48\n\n     SECTION 608.   Disqualification; Conflicting\n                    Interests . . . . . . . . . . . . . . . . 50\n\n     SECTION 609.   Corporate Trustee Required;\n                    Eligibility . . . . . . . . . . . . . . . 50\n\n     SECTION 610.   Resignation and Removal; Appointment of\n                    Successor . . . . . . . . . . . . . . . . 50\n\n     SECTION 611.   Acceptance of Appointment by Successor. . 52\n\n     SECTION 612.   Merger, Conversion, Consolidation or\n                    Succession to Business. . . . . . . . . . 52\n\n     SECTION 613.   Preferential Collection of Claims\n                    Against Company . . . . . . . . . . . . . 52\n\n     SECTION 614.   Appointment of Authenticating Agent.. . . 53\n\n                                 ARTICLE SEVEN\n\n        Holders' Lists and Reports by Trustee and Company\n\n     SECTION 701.   Company to Furnish Trustee Names and\n                    Addresses of Holders. . . . . . . . . . . 54\n\n     SECTION 702.   Preservation of Information;\n                    Communications to Holders . . . . . . . . 55\n\n     SECTION 703.   Reports by Trustee. . . . . . . . . . . . 55\n\n     SECTION 704.   Reports by Company. . . . . . . . . . . . 55\n\n                                 ARTICLE EIGHT\n\n     Consolidation, Merger, Conveyance, Transfer or Lease\n\n     SECTION 801.   Limitations on Mergers, Consolidations\n                    and Asset Transfers . . . . . . . . . . . 56\n\n     SECTION 802.   Successor Substituted . . . . . . . . . . 57\n\n                                  ARTICLE NINE\n\n                            Supplemental Indentures\n\n     SECTION 901.   Supplemental Indentures Without Consent\n                    of Holders. . . . . . . . . . . . . . . . 57\n\n     SECTION 902.   Supplemental Indentures With Consent of\n                    Holders . . . . . . . . . . . . . . . . . 58\n\n     SECTION 903.   Execution of Supplemental Indentures. . . 59\n\n     SECTION 904.   Effect of Supplemental Indentures . . . . 59\n\n     SECTION 905.   Conformity with Trust Indenture Act . . . 59\n\n     SECTION 906.   Reference in Securities to Supplemental\n                    Indentures. . . . . . . . . . . . . . . . 59\n\n                                  ARTICLE TEN\n\n                                   Covenants\n\n     SECTION 1001.  Payment of Principal, Premium and\n                    Interest. . . . . . . . . . . . . . . . . 60\n\n     SECTION 1002.  Maintenance of Office or Agency . . . . . 60\n\n     SECTION 1003.  Money for Security to Be Held in Trust. . 61\n\n     SECTION 1004.  Statement by Officers as to Default . . . 62\n\n     SECTION 1005.  Existence . . . . . . . . . . . . . . . . 62\n\n     SECTION 1006.  Maintenance of Properties . . . . . . . . 63\n\n     SECTION 1007.  Payment of Taxes and Other Claims . . . . 63\n\n     SECTION 1008.  Limitations on Additional Indebtedness. . 63\n\n     SECTION 1009.  Limitations on Subsidiary Preferred\n                    Stock . . . . . . . . . . . . . . . . . . 64\n\n     SECTION 1010.  Limitations on Restricted Payments. . . . 64\n\n     SECTION 1011.  Limitations on Investments and Loans. . . 65\n\n     SECTION 1012.  Limitations on Restrictions on\n                    Distributions from Subsidiaries . . . . . 66\n\n     SECTION 1013.  Limitations on Certain Other\n                    Subordinated Indebtedness . . . . . . . . 67\n\n     SECTION 1014.  Limitations on Transactions with\n                    Affiliates. . . . . . . . . . . . . . . . 67\n\n     SECTION 1015.  Limitations on Liens. . . . . . . . . . . 68\n\n     SECTION 1016.  Limitations on Asset Sales. . . . . . . . 68\n\n                                 ARTICLE ELEVEN\n\n                            Redemption of Securities\n\n     SECTION 1101.  Right of Redemption . . . . . . . . . . . 69\n\n     SECTION 1102.  Applicability of Article. . . . . . . . . 69\n\n     SECTION 1103.  Election to Redeem; Notice to Trustee.. . 69\n\n     SECTION 1104.  Selection by Trustee of Securities to\n                    Be Redeemed . . . . . . . . . . . . . . . 69\n\n     SECTION 1105.  Notice of Redemption. . . . . . . . . . . 70\n\n     SECTION 1106.  Deposit of Redemption Price . . . . . . . 70\n\n     SECTION 1107.  Securities Payable on Redemption Date . . 71\n\n     SECTION 1108.  Securities Redeemed in Part . . . . . . . 71\n\n                                 ARTICLE TWELVE\n\n                          Subordination of Securities\n\n     SECTION 1201.  Securities Subordinate to Senior\n                    Indebtedness. . . . . . . . . . . . . . . 71\n\n     SECTION 1202.  Payment Over of Proceeds Upon\n                    Dissolution, Etc. . . . . . . . . . . . . 72\n\n     SECTION 1203.  Prior Payment to Senior Indebtedness\n                    Upon Acceleration of Securities . . . . . 73\n\n     SECTION 1204.  No Payment in Certain Circumstances . . . 74\n\n     SECTION 1205.  Payment Permitted If No Default . . . . . 75\n\n     SECTION 1206.  Subrogation to Rights of Holders of\n                    Senior Indebtedness . . . . . . . . . . . 75\n\n     SECTION 1207.  Provisions Solely to Define Relative\n                    Rights. . . . . . . . . . . . . . . . . . 76\n\n     SECTION 1208.  Trustee to Effectuate Subordination and\n                    Payment Provisions. . . . . . . . . . . . 76\n\n     SECTION 1209.  No Waiver of Subordination Provisions . . 76\n\n     SECTION 1210.  Notice to Trustee . . . . . . . . . . . . 77\n\n     SECTION 1211.  Reliance on Judicial Order or\n                    Certificate of Liquidating Agent. . . . . 78\n\n     SECTION 1212.  Trustee Not Fiduciary for Holders of\n                    Senior Indebtedness . . . . . . . . . . . 78\n\n     SECTION 1213.  Rights of Trustee as Holder of Senior\n                    Indebtedness; Preservation of Trustee's\n                    Rights. . . . . . . . . . . . . . . . . . 79\n\n     SECTION 1214.  Article Applicable to Paying Agents . . . 79\n\n                                ARTICLE THIRTEEN\n\n          Repurchase of Securities at the Option of the\n\n                         Holder Upon a Repurchase Event\n\n     SECTION 1301.  Right to Require Repurchase . . . . . . . 79\n\n     SECTION 1302.  Notices; Method of Exercising\n                    Repurchase Right, Etc.. . . . . . . . . . 80\n\n     SECTION 1303.  Definition of Repurchase Event. . . . . . 81\n\n\n\n\n\n\n          INDENTURE,   dated  as  of  March   24,  1994,   between   HEALTHSOUTH\nRehabilitation  Corporation, a corporation duly organized and existing under the\nlaws of the  State  of  Delaware  (herein  called  the  \"Company\"),  having  its\nprincipal  office at Two Perimeter Park South,  Birmingham,  Alabama 35243,  and\nNationsBank of Georgia,  National  Association,  a national banking  association\nduly organized and existing  under the laws of the United States of America,  as\nTrustee  (herein  called  the  \"Trustee\"),  having its  principal  office at 600\nPeachtree Street, Suite 900, Atlanta, Georgia 30308.\n\n\n                            RECITALS OF THE COMPANY\n\n          The Company has duly  authorized the creation of an issue  of  its 9.5\nSenior   Subordinated  Notes  due  2001  (herein  called  the  \"Securities\")  of\nsubstantially  the  tenor and  amount  hereinafter  set  forth,  and to  provide\ntherefor  the Company has duly  authorized  the  execution  and delivery of this\nIndenture.\n\n          All things  necessary  to make the  Securities,  when  executed by the\nCompany  and  authenticated  and  delivered  hereunder  and duly  issued  by the\nCompany,  the valid  obligations  of the Company,  and to make this  Indenture a\nvalid  agreement of the Company,  in accordance  with their and its terms,  have\nbeen done.\n\n          NOW, THEREFORE, THIS INDENTURE, WITNESSETH:\n\n          For and in  consideration  of the  premises  and the  purchase  of the\nSecurities  by the Holders  thereof,  it is mutually  agreed,  for the equal and\nproportionate benefit of all Holders of the Securities, as follows:\n\n\n\n                                  ARTICLE ONE\n\n                        Definitions and Other Provisions\n                             of General Application\n\nSECTION 101.   Definitions.\n\n          For all  purposes of this  Indenture,  except as  otherwise  expressly\nprovided or unless the context otherwise requires:\n\n          (1) the terms  defined in this Article  have the meanings  assigned to\n     them in this Article and include the plural as well as the singular;\n\n          (2) all  other  terms  used  herein  which  are  defined  in the Trust\n     Indenture Act, either directly or by reference  therein,  have the meanings\n     assigned to them therein;\n\n          (3) all  accounting  terms  not  otherwise  defined  herein  have  the\n     meanings assigned to them in accordance with generally accepted  accounting\n     principles,  and, except as otherwise herein expressly  provided,  the term\n     \"generally accepted accounting  principles\" with respect to any computation\n     required or permitted  hereunder shall mean such  accounting  principles as\n     are generally accepted at the date of such computation; and\n\n          (4) the words  \"herein\",  \"hereof\" and  \"hereunder\" and other words of\n     similar import refer to this Indenture as a whole and not to any particular\n     Article, Section or other subdivision.\n\n          \"Accounts  Receivable\"  means all of the  accounts  receivable  of the\nCompany and its  Subsidiaries on a consolidated  basis which, in accordance with\nGAAP,  would be set  opposite  the  caption  \"accounts  receivable\"  or any like\ncaption on a balance sheet of the Company.\n\n          \"Acquired  Indebtedness\"  means (a) with  respect to any  Person  that\nbecomes a Subsidiary  of the Company  after the date of initial  issuance of the\nSecurities,  Indebtedness  of such Person and its  Subsidiaries  existing at the\ntime such Person  becomes a  Subsidiary  of the Company that was not incurred in\nconnection  with, or in  contemplation  of, such Person becoming a Subsidiary of\nthe Company and (b) with respect to the Company or any of its Subsidiaries,  any\nIndebtedness  assumed by the Company or any of its  Subsidiaries  in  connection\nwith the  acquisition  of an asset from another  Person that was not incurred by\nsuch other person in connection with, or in contemplation of, such acquisition.\n\n          \"Act\", when used with respect to any Holder, has the meaning specified\nin Section 104.\n\n          \"Affiliate\" of any specified Person means any other Person directly or\nindirectly  controlling  or  controlled  by or under  direct or indirect  common\ncontrol  with  such  specified  Person.  For the  purposes  of this  definition,\n\"control\"  when used with  respect to any  specified  Person  means the power to\ndirect the  management  and  policies of such  Person,  directly or  indirectly,\nwhether  through the ownership of voting  securities,  by contract or otherwise;\nand the terms  \"controlling\" and \"controlled\"  have meanings  correlative to the\nforegoing.\n\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 date of initial  issuance of the Securities or subsequently\nacquired, in one transaction or a series of related transactions,  in which such\nPerson and\/or its Subsidiaries  sell, lease,  convey or otherwise dispose of (i)\nall  or  substantially  all of  the  Capital  Stock  of  any  of  such  Person's\nSubsidiaries,  (ii) assets which  constitute  substantially  all of an operating\nunit or business of such Person or any of its Subsidiaries,  or (iii) any health\ncare facility;  provided, however, that the following shall not constitute Asset\nSales:  (i) a transaction  or series of related  transactions  that results in a\nChange of  Control,  and (ii)  transactions  between  the Company and any of its\nWholly Owned Subsidiaries or among such Wholly Owned Subsidiaries.\n\n          \"Attributable  Indebtedness\"  when used with  respect  to any Sale and\nLeaseback  Transaction  or an  operating  lease  with  respect  to a  healthcare\nfacility means, as at the time of  determination,  the present value (discounted\nat a rate equivalent to the interest rate implicit in the lease, compounded on a\nsemiannual  basis) of the total  obligations of the lessee for rental  payments,\nafter  excluding all amounts  required to be paid on account of maintenance  and\nrepairs,  insurance,  taxes, utilities and other similar expenses payable by the\nlessee  pursuant  to the terms of the lease,  during the  remaining  term of the\nlease  included in any such Sale and  Leaseback  Transaction  or such  operating\nlease or until the earliest  date on which the lessee may  terminate  such lease\nwithout  penalty or upon payment of a penalty (in which case the rental payments\nshall include such penalty);  provided, that the Attributable  Indebtedness with\nrespect  to a Sale and  Leaseback  Transaction  shall  be no less  than the fair\nmarket value of the property subject to such Sale and Leaseback Transaction.\n\n          \"Authenticating  Agent\"  means any Person  authorized  by the  Trustee\npursuant  to  Section  614 to act on  behalf  of  the  Trustee  to  authenticate\nSecurities.\n\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 or  refinance,  in whole or in part,  the Bank Debt,\nincluding any interest and premium on any such Indebtedness.\n\n          \"Board  of  Directors\"  means  either  the board of  directors  of the\nCompany or any duly authorized committee of that board.\n\n          \"Board  Resolution\"  means a copy  of a  resolution  certified  by the\nSecretary or an Assistant  Secretary of the Company to have been duly adopted by\nthe Board of  Directors  and to be in full  force and effect on the date of such\ncertification, and delivered to the Trustee.\n\n          \"Business  Day\" means each Monday,  Tuesday,  Wednesday,  Thursday and\nFriday which is not a day on which banking  institutions in The City of New York\nor the city in which the  Corporate  Trust Office is located are  authorized  or\nobligated by law or executive order to close.\n\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  and joint  venture  interests) of such Person  (excluding  any debt\nsecurities that are convertible into, or exchangeable for, such equity).\n\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.\n\n          \"Change of Control\" shall have the meaning specified\nin Section 1303.\n\n          \"Commission\"  means the  Securities and Exchange  Commission,  as from\ntime to time  constituted,  created  under the Exchange  Act, or, if at any time\nafter the  execution  of this  instrument  such  Commission  is not existing and\nperforming the duties now assigned to it under the Trust Indenture Act, then the\nbody performing such duties at such time.\n\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.\n\n          \"Company\"  means  the  Person  named  as the  \"Company\"  in the  first\nparagraph  of this  instrument  until a successor  Person shall have become such\npursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter\n\"Company\" shall mean such successor Person.\n\n          \"Company  Request\" or \"Company Order\" means,  respectively,  a written\nrequest or order signed in the name of the Company by its Chairman of the Board,\nits Vice Chairman of the Board,  its President or a Vice  President,  and by its\nTreasurer, an Assistant Treasurer,  its Secretary or an Assistant Secretary, and\ndelivered to the Trustee.\n\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.\n\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.\n\n          \"Consolidated  EBITDA\"  of  any  Person  means,  with  respect  to any\ndetermination  date,  Consolidated  Net Income before  extraordinary  losses and\nlosses realized in connection with Asset Sales, 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  non-cash items  reducing  Consolidated  Net Income of such Person and its\nSubsidiaries,  determined on a consolidated  basis in accordance with GAAP, plus\n(vi)  without  duplication,  for  calculation  of an EBITDA  Coverage  Ratio for\nperiods  ending  on  or  before   December  31,  1994  the  sum  of  $31,500,000\n(representing   expenses  related  to  the  Company's   acquisition  of  certain\nrehabilitation  facilities and related assets from National Medical Enterprises,\nInc. effective December 31, 1993, net of Federal income tax effects), plus (vii)\nwithout duplication, any amount, net of Federal income tax effects, representing\nexpenses  relating  to an  acquisition,  up to a maximum of 10% of the  purchase\nprice thereof,  determined on a consolidated  basis in accordance with GAAP, and\nless all non-cash items  increasing  Consolidated  Net Income of such Person and\nits Subsidiaries, determined on a consolidated basis in accordance with GAAP, in\neach case, for such Person's prior four full fiscal quarters for which financial\nresults have been reported immediately preceding the determination date.\n\n          \"Consolidated  Income  Tax  Expense\"  means,  for any  Person  for any\nperiod,  the  provision for taxes based on income and profits of such Person and\nits Subsidiaries to the extent such income or profits were included in computing\nConsolidated Net Income of such Person for such Period.\n\n          \"Consolidated Interest Expense\" of any Person for any period means the\nInterest Expense of such Person and its Subsidiaries for such period, determined\non a  consolidated  basis in  accordance  with  GAAP,  plus (to the  extent  not\notherwise  included  within  the  definition  of  Interest  Expense  as  imputed\ninterest)  one-third of the rental expense on Attributable  Indebtedness of such\nPerson for such period determined on a consolidated basis.\n\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,  without  giving  effect to\ndividends on any series of  preferred  stock of any  Subsidiary  of such Person,\nwhether or not in cash, to the extent such  consolidated  net income was reduced\nthereby;  provided  that there  shall be  excluded  from such net income (to the\nextent otherwise included therein), without duplication;  (i) the net income (or\nloss) of any Person  (other than a Subsidiary  of the referent  Person) in which\nany Person other than the referent Person has an ownership  interest,  except to\nthe extent  that any such income has  actually  been  received  by the  referent\nPerson or any of its  Wholly  Owned  Subsidiaries  in the form of  dividends  or\nsimilar  distributions  during such period; (ii) except to the extent includible\nin the  consolidated net income of the referent Person pursuant to the foregoing\nclause  (i),  the net income (or loss) of any Person that  accrued  prior to the\ndate that (a) such Person  becomes a  Subsidiary  of the  referent  Person or is\nmerged into or consolidated  with the referent Person or any of its Subsidiaries\nor (b) the assets of such Person are acquired by the  referent  Person or any of\nits Subsidiaries;  (iii) the net income of any Subsidiary of the referent Person\n(other than a Wholly Owned  Subsidiary)  to the extent that the  declaration  or\npayment of dividends or similar  distributions by such Subsidiary of that income\nis not  permitted  by  operation  of the terms of its charter or any  agreement,\ninstrument,  judgment,  decree, order, statute, rule or governmental  regulation\napplicable  to that  Subsidiary  during  such  period;  (iv) any gain (or loss),\ntogether with any related provisions for taxes on any such gain, realized during\nsuch  period  by the  referent  Person  or any of it  Subsidiaries  upon (a) the\nacquisition of any securities, or the extinguishment of any Indebtedness, of the\nreferent Person or any of its Subsidiaries or (b) any Asset Sale by the referent\nPerson or any of its Subsidiaries; (v) any extraordinary gain (or extra-ordinary\nloss),  together with any related  provision for taxes or tax benefit  resulting\nfrom any such extraordinary gain or loss, realized by the referent Person or any\nof its Subsidiaries  during such period;  and (vi) in the case of a successor to\nsuch Person by consolidation,  merger or transfer of its assets, any earnings of\nthe successor prior to such merger, consolidation or transfer of assets.\n\n\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 date of initial  issuance of the Securities) on a consolidated\nbasis at such date, as determined  in accordance  with GAAP,  less all write-ups\nsubsequent to the date of initial  issuance of the  Securities in the book value\nof any asset owned by such Person or any of its Subsidiaries; provided, however,\nthat in calculating the Consolidated Net Worth of the Company  immediately prior\nto a transaction  covered by Article Eight hereof which is an acquisition by the\nCompany  of  another  Person,  there  shall be  subtracted  from  the  Company's\nConsolidated Net Worth  immediately  prior to such acquisition the lesser of (a)\nsuch amount, net of Federal income tax effects,  as represents expenses relating\nto such  acquisition,  or (b) 10% of the purchase  price or fair market value of\nthe consideration paid by the Company in connection with such acquisition.\n\n\n\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 date of initial  issuance of the  Securities in the book value\nof any asset owned by such Person or any of its Subsidiaries.\n\n\n          \"Convertible   Debentures\"   means  the   Company's   5%   Convertible\nSubordinated  Debentures  due 2001 to be issued under the Indenture  dated as of\nMarch 24, 1994 between the Company and PNC Bank, Kentucky,  Inc., as Trustee, in\nan aggregate  principal amount not to exceed  $100,000,000  ($115,000,000 if the\nunderwriters' over-allotment option is exercised in full).\n\n\n          \"Corporate  Trust Office\" means the principal office of the Trustee in\nthe city at which at any particular  time its corporate  trust business shall be\nadministered.  As of the date hereof,  the Corporate Trust Office of the Trustee\nis located at 600 Peachtree Street, Suite 900, Atlanta, Georgia 30308.\n\n          \"Corporation\" means a corporation, association,\ncompany, joint-stock company or business trust.\n\n          \"Credit  Agreements\" means the two Credit Agreements,  one dated as of\nNovember 20, 1992 and the other dated as of December  30,  1993,  by and between\nthe Company,  NationsBank of Georgia,  National  Association,  as Agent, and the\nlenders  signatories  thereto,  together  with the  related  documents  thereto,\nincluding,  without  limitation,  any  security  documents  and all exhibits and\nschedules  thereto and any  agreement or agreements  relating to any  extension,\nrefunding,  refinancing,  successor or replacement facility, whether or not with\nthe same lender, and whether or not the principal amount or amount of letters of\ncredit  outstanding  thereunder or the interest rate payable in respect  thereof\nshall be thereby  increased,  in each case as amended and in effect from time to\ntime.\n\n          \"Default\"  means any event,  act or condition that is, or after notice\nor the passage of time or both would be, an Event of Default.\n\n          \"Defaulted Interest\" has the meaning specified in\nSection 307.\n\n          \"Designated  Senior  Indebtedness\"  means (i) the Bank  Debt,  without\nregard to the amounts outstanding  thereunder,  and (ii) any Senior Indebtedness\nwhich,  at  the  time  of  determination,  has  an  aggregate  principal  amount\noutstanding  of at least  $20  million  and is  specifically  designated  in the\ninstrument   evidencing   such  Senior   Indebtedness   as  \"Designated   Senior\nIndebtedness\" by the Company.\n\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\nfinal maturity date of the Securities.\n\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 date of initial  issuance of the  Securities,  such\ncalculation shall be made on a pro forma basis, giving effect to the issuance of\nthe  Securities  and the use of the net  proceeds  therefrom  as if the same had\noccurred  at  the  beginning  of the  four-quarter  period  used  to  make  such\ncalculation;  and provided further that if any such calculation requires the use\nof any quarter  prior to the date that any Asset Sale was  consummated,  or that\nany  Indebtedness  was incurred,  or that any acquisition of a hospital or other\nhealthcare  facility  or any assets  purchased  outside the  ordinary  course of\nbusiness  was  effected,  by  the  Company  or any  of  its  Subsidiaries,  such\ncalculation shall be made on a pro forma basis, giving effect to each such Asset\nSale, incurrence of Indebtedness or acquisition, as the case may be, and the use\nof any proceeds  therefrom,  as if the same had occurred at the beginning of the\nfour-quarter period used to make such calculation.\n\n\n          \"Eligible  Accounts  Receivable\"  means  Accounts  Receivable  of  the\nCompany and its  Subsidiaries on a consolidated  basis which arose within ninety\n(90) days prior to any date of determination.\n\n\n          \"Eligible  Investments\" of any Person means Investments of such Person\nin (i) direct  obligations of, or obligations the payment of which is guaranteed\nby,  the  United  States of  America  or an  interest  in any trust or fund that\ninvests solely in such obligations or repurchase  agreements,  properly secured,\nwith  respect to such  obligations;  (ii)  direct  obligations  of  agencies  or\ninstrumentalities of the United States of America having a rating of A or higher\nby Standard &amp; Poor's  Corporation or A2 or higher by Moody's Investors  Service,\nInc.;  (iii) a  certificate  of  deposit  issued  by, or other  interest-bearing\ndeposits  with,  a bank  having its  principal  place of  business in the United\nStates of America and having equity capital of not less than $250 million;  (iv)\na certificate of deposit by, or other interest-bearing  deposits with, any other\nbank  organized  under the laws of the  United  States of  America  or any state\nthereof, provided that such deposit is either (A) insured by the Federal Deposit\nInsurance  Corporation or (B) properly  secured by such bank by pledging  direct\nobligations  of the United  States of America  having a market value of not less\nthan the face  amount of such  deposits;  (v) prime  commercial  paper  maturing\nwithin 270 days of the  acquisition  thereof  and,  at the time of  acquisition,\nhaving a rating of A-1 or higher by  Standard  &amp; Poor's  Corporation,  or P-1 or\nhigher by Moody's Investors Service,  Inc.; (vi) eligible banker's  acceptances,\nrepurchase  agreements and tax-exempt  municipal bonds having a maturity of less\nthan one  year,  in each  case  having a  rating,  or that is the full  recourse\nobligation  of a person  whose  senior  debt is rated A or higher by  Standard &amp; Poor's Corporation or A2 or higher by Moody's Investors Service, Inc.; (vii) any\nother  investment  having a rating of A or higher or A-1 or higher by Standard &amp; Poor's  Corporation  or A2 or  higher  or P-1 or  higher  by  Moody's  Investors\nService, Inc.\n\n          \"Exchange Act\" means the Securities Exchange Act of\n1934, as amended.\n\n          \"Existing Indebtedness\" means all of the Indebtedness\nof the Company and its Subsidiaries that is outstanding on the\ndate of initial issuance of the Securities.\n\n          \"Event of Default\" has the meaning specified in\nSection 501.\n\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, as from time to time in effect.\n\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.\n\n          \"Holder\" means a Person in whose name a Security is\nregistered in the Security Register.\n\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  (other  than those that fix the\ninterest rate on variable rate indebtedness otherwise permitted by the Indenture\nor that protect the Company and\/or its  Subsidiaries  against changes in foreign\nexchange  rates);  (v) all  obligations  of such Person to pay the  deferred and\nunpaid purchase price of property or services, except trade payables and accrued\nexpenses incurred in the ordinary course of business; (vi) all Capitalized Lease\nObligations of such Person;  (vii) all  indebtedness of others secured by a Lien\non any asset of such Person, whether or not such indebtedness is assumed by such\nPerson;  (viii) all  indebtedness  of others  guaranteed  by such  Person to the\nextent of such guarantee; and (ix) all Attributable Indebtedness.  The amount of\nIndebtedness of any Person at any date shall be the outstanding  balance at such\ndate of all unconditional  obligations as described above, the maximum liability\nof such Person for any such contingent obligations at such date and, in the case\nof clause (vii), the amount of the Indebtedness secured.\n\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.\n\n          \"Inventory\"  means all of the inventory of the Company and each of its\nSubsidiaries  which, in accordance with GAAP,  would be set opposite the caption\n\"inventory\" or any like caption on a balance sheet of the Company.\n\n          \"Indenture\" means this instrument as originally  executed or as it may\nfrom  time  to  time  be  supplemented  or  amended  by one or  more  indentures\nsupplemental  hereto entered into pursuant to the applicable  provisions hereof,\nincluding,  for all  purposes  of this  instrument  and  any  such  supplemental\nindenture,  the  provisions  of the Trust  Indenture Act that are deemed to be a\npart  of and  govern  this  instrument  and  any  such  supplemental  indenture,\nrespectively.\n\n          \"Interest Payment Date\" means the Stated Maturity of\nan installment of interest on the Securities.\n\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.\n\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).\n\n          \"Maturity\",  when used with respect to any Security, means the date on\nwhich the  principal  of such  Security  becomes  due and  payable as therein or\nherein   provided,   whether  at  the  Stated  Maturity  or  by  declaration  of\nacceleration, call for redemption or otherwise.\n\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 brokerage commissions and the underwriting\nand other fees and expenses  related to such Asset Sale and (c)  deduction of an\nappropriate amount to be provided by the Company or any of its Subsidiaries as a\nreserve,  in accordance with GAAP,  against any liabilities  associated with the\nassets  sold or  otherwise  disposed  of in such Asset Sale and  retained by the\nCompany or any of its  Subsidiaries  after such Asset Sale  (including,  without\nlimitation,   pension  and  other   post-employment   benefit   liabilities  and\nliabilities  related to  environmental  matters) or against any  indemnification\nobligations  associated with the sale or other disposition of the assets sold or\notherwise  disposed  of in such Asset Sale and (ii) all  non-cash  consideration\nreceived  by the Company or any of its  Subsidiaries  from such Asset Sales upon\nthe liquidation or conversion of such consideration into cash.\n\n          \"Officers'  Certificate\" means a certificate signed by the Chairman of\nthe Board, a Vice Chairman of the Board, the President or a Vice President,  and\nby  the  Treasurer,  an  Assistant  Treasurer,  the  Secretary  or an  Assistant\nSecretary,  of the Company,  and  delivered to the Trustee.  One of the officers\nsigning an  Officers'  Certificate  given  pursuant to Section 1004 shall be the\nprincipal executive, financial or accounting officer of the Company.\n\n          \"Opinion of Counsel\"  means a written  opinion of counsel,  who may be\ncounsel for the Company, and who shall be acceptable to the Trustee.\n\n          \"Outstanding\",  when used with respect to Securities, means, as of the\ndate of determination,  all Securities  theretofore  authenticated and delivered\nunder this Indenture, except:\n\n               (i)  Securities theretofore cancelled by the\n     Trustee or delivered to the Trustee for cancellation;\n\n               (ii)  Securities  for whose  payment or  redemption  money in the\n     necessary  amount has been  theretofore  deposited  with the Trustee or any\n     Paying Agent (other than the Company) in trust or set aside and  segregated\n     in trust by the Company (if the Company  shall act as its own Paying Agent)\n     for the Holders of such  Securities;  provided that, if such Securities are\n     to be redeemed,  notice of such  redemption has been duly given pursuant to\n     this Indenture or provision  therefor  satisfactory to the Trustee has been\n     made; and\n\n              (iii)  Securities  which have been paid pursuant to Section 306 or\n     in  exchange  for  or  in  lieu  of  which  other   Securities   have  been\n     authenticated and delivered pursuant to this Indenture, other than any such\n     Securities  in respect of which  there  shall  have been  presented  to the\n     Trustee proof  satisfactory  to it that such  Securities are held by a bona\n     fide purchaser in whose hands such Securities are valid  obligations of the\n     Company;\n\nprovided,  however,  that in  determining  whether the Holders of the  requisite\nprincipal amount of the Outstanding  Securities have given any request,  demand,\nauthorization,  direction, notice, consent or waiver hereunder, Securities owned\nby the Company or any other obligor upon the  Securities or any Affiliate of the\nCompany  or of such  other  obligor  shall be  disregarded  and deemed not to be\nOutstanding,  except that, in determining whether the Trustee shall be protected\nin relying upon any such  request,  demand,  authorization,  direction,  notice,\nconsent or waiver,  only Securities which the Trustee knows to be so owned shall\nbe so disregarded. Securities so owned which have been pledged in good faith may\nbe regarded as Outstanding if the pledgee establishes to the satisfaction of the\nTrustee the pledgee's  right so to act with respect to such  Securities and that\nthe pledgee is not the Company or any other  obligor upon the  Securities or any\nAffiliate of the Company or of such other obligor.\n\n          \"Paying  Agent\" means any Person  authorized by the Company to pay the\nprincipal of (and  premium,  if any) or interest on any  Securities on behalf of\nthe Company.\n\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;  (iii) Liens\n(other than any Lien imposed by the Employee  Retirement  Income Security Act of\n1974, as amended) incurred or deposits due in the ordinary course of business in\nconnection with workers' compensation, unemployment insurance and other types of\nsocial security;  (iv) Liens incurred or deposits made to secure the performance\nof  tenders,  bids,  leases,  statutory  obligations,  surety and appeal  bonds,\nprogress  payments,  government  contracts and other  obligations of like nature\n(exclusive  of  obligations  for the payment of borrowed  money),  in each case,\nincurred in the ordinary  course of business;  (v)  attachment or judgment Liens\nnot  giving  rise  to  a  Default  or  an  Event  of  Default;  (vi)  easements,\nrights-of-way,  restrictions  and other  similar  charges  or  encumbrances  not\ninterfering  with the ordinary  conduct of the business of the Company or any of\nits  Subsidiaries;  (vii) leases or subleases  granted to others not interfering\nwith  the  ordinary  conduct  of  the  business  of  the  Company  or any of its\nSubsidiaries;  (viii) Liens with respect to any Acquired Indebtedness;  provided\nthat such Liens only extend to assets  that were  subject to such Liens prior to\nthe  acquisition of such assets by the Company or its  Subsidiaries;  (ix) Liens\nsecuring Senior Indebtedness or Refinancing Indebtedness;  provided, in the case\nof Refinancing Indebtedness,  that such Liens only extend to the assets securing\nthe  Indebtedness   being  refinanced  and  such  refinanced   Indebtedness  was\npreviously  secured  by such  assets;  (x)  Liens on  Accounts  Receivable  (and\nguarantees by third parties of such Accounts Receivable or collateral pledged by\naccount  obligors  or other  unrelated  third  parties  securing  such  Accounts\nReceivable) or Inventory;  (xi) purchase money mortgages (including  Capitalized\nLease Obligations);  (xii) Liens existing on the date of initial issuance of the\nSecurities;  (xiii) Liens on assets of any  Subsidiary  of the Company  securing\nIndebtedness of such Subsidiary; provided that such Indebtedness is permitted to\nbe incurred by the terms of the Indenture;  (xiv) bankers' liens with respect to\nthe right of set-off arising in the ordinary course of business  against amounts\nmaintained  in bank  accounts  or  certificates  of  deposit  in the name of the\nCompany or any Subsidiary; (xv) the interest of any issuer of a letter of credit\nin any cash or  Eligible  Investment  deposited  with or for the benefit of such\nissuer as collateral for such letter of credit;  provided that the  Indebtedness\nso  collateralized  is permitted  to be incurred by the terms of the  Indenture;\n(xvi) any Lien  consisting of a right of first refusal or option to purchase the\nCompany's ownership interest in any Subsidiary,  which right of first refusal or\noption is entered into in the ordinary  course of business;  and (xvii) the Lien\ngranted to the  Trustee  pursuant  to Section  607 hereof and any  substantially\nequivalent  Lien granted to the  respective  trustees  under the  indentures for\nother debt securities of the Company.\n\n          \"Person\"  means  any  individual,   corporation,   partnership,  joint\nventure, incorporated or unincorporated association, joint-stock company, trust,\nunincorporated   organization   or  government  or  other  agency  or  political\nsubdivision thereof or other entity of any kind.\n\n          \"PP&amp;E\" means the amount shown for \"Property, plant and equipment, net\"\non a consolidated balance sheet for the Company and its Subsidiaries.\n\n          \"Predecessor Security\" of any particular Security means every previous\nSecurity  evidencing all or a portion of the same debt as that evidenced by such\nparticular  Security;  and,  for the purposes of this  definition,  any Security\nauthenticated  and  delivered  under Section 306 in exchange for or in lieu of a\nmutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the\nsame debt as the mutilated, destroyed, lost or stolen Security.\n\n          \"Preferred  Stock\" means with respect to any Person all Capital  Stock\nof such Person  which has a  preference  in  liquidation  or a  preference  with\nrespect to the payment of dividends  or  distributions  of  operating  profit or\ncash.\n\n          \"Proceeding\" has the meaning specified in Section\n1202.\n\n          \"Refinancing Indebtedness\" means Indebtedness that refunds, refinances\nor  extends  any  Existing  Indebtedness,  provided  that:  (i) the  Refinancing\nIndebtedness  is the  obligation of the same Person and is  subordinated  to the\nSecurities,  if at all, to the same extent as the  Indebtedness  being refunded,\nrefinanced or extended; (ii) the Refinancing Indebtedness is scheduled to mature\nno earlier than the Indebtedness being refunded,  refinanced or extended;  (iii)\nthe Refinancing Indebtedness has a Weighted Average Life to Maturity at the time\nsuch  Refinancing  Indebtedness is incurred that is equal to or greater than the\nWeighted  Average  Life to  Maturity of the  portion of the  Indebtedness  being\nrefunded,  refinanced or extended; (iv) the Refinancing  Indebtedness is secured\nonly to the  extent,  if at all,  by the  assets  that  the  Indebtedness  being\nrefunded,   refinanced  or  extended  is  secured;   and  (v)  such  Refinancing\nIndebtedness is in an aggregate  principal  amount that is equal to or less than\nthe aggregate  principal  amount then outstanding  under the Indebtedness  being\nrefunded,  refinanced  or extended  (except for issuance  costs and increases in\nAttributable   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 date of initial issuance of the Securities).\n\n          \"Redemption  Date\",  when  used with  respect  to any  Security  to be\nredeemed,  means  the date  fixed for such  redemption  by or  pursuant  to this\nIndenture and includes any Repurchase Date as defined in Section 1301.\n\n          \"Redemption  Price\",  when used with  respect  to any  Security  to be\nredeemed,  means  the  price  at  which it is to be  redeemed  pursuant  to this\nIndenture.\n\n          \"Regular Record Date\" for the interest payable on any Interest Payment\nDate means the March 15 or September 15 (whether or not a Business  Day), as the\ncase may be, next preceding such Interest Payment Date.\n\n          \"Repurchase Date\" has the meaning specified in Section\n1301.\n\n          \"Repurchase Event\" shall have the meaning specified in\nSection 1303.\n\n          \"Repurchase Price\" has the meaning specified in\nSection 1301.\n\n          \"Responsible  Officer\",  when used with respect to the Trustee,  means\nany officer within the Corporate Trust Office including  without  limitation any\nvice president,  any assistant vice president,  any trust officer, any assistant\nsecretary or any other officer of the Trustee customarily  performing  functions\nsimilar to those  performed  by any of the above  designated  officers  and also\nmeans, with respect to a particular corporate trust matter, any other officer to\nwhom such matter is referred  because of his knowledge of and  familiarity  with\nthe particular subject.\n\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  or assets in respect of such  Person's\nCapital  Stock  (except that a dividend  payable  solely in Capital Stock (other\nthan  Disqualified  Stock) of such  Person  shall not  constitute  a  Restricted\nPayment); (ii) any payment on account of the purchase, redemption, retirement or\nother  acquisition for value of such Person's Capital Stock or any other payment\nor distribution  made in respect  thereof,  either directly or indi- rectly;  or\n(iii) any payment on account of the purchase, redemption, retirement, defeasance\nor  other   acquisition  for  value  of  Indebtedness  of  the  Company  or  its\nSubsidiaries which is pari passu with or subordinated in right of payment to the\nSecurities and has a scheduled  maturity date  subsequent to the maturity of the\nSecurities;  provided,  however,  that  with  respect  to the  Company  and  its\nSubsidiaries, Restricted Payments shall not include any payment described (a) in\nclause  (i),  (ii) or (iii)  above made (1) to the  Company or any of its Wholly\nOwned Subsidiaries by any of the Company's Subsidiaries or (2) by the Company to\nany of its Wholly Owned Subsidiaries or (3) by any Subsidiary  provided that the\nCompany or another Subsidiary receives its proportionate share thereof or (b) in\nclause (ii) above if the  payment is made to  purchase  or redeem a  partnership\ninterest in a Subsidiary  and the Company's  EBITDA  Coverage  Ratio on the date\nthereof  would be at least 2.0 to 1,  determined on a pro forma basis as if such\npayment had been made, and the  acquisition  of the  partnership  interest,  had\noccurred at the  beginning  of the  four-quarter  period used to  calculate  the\nCompany's  EBITDA  Coverage Ratio or (c) in clause (iii) above made with the Net\nProceeds from any Asset Sale remaining after  completion of the Asset Sale Offer\nmade in connection with such Asset Sale, all as contemplated  under \"Limitations\non Asset Sales.\"\n\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.\n\n          \"Securities Payment\" has the meaning specified in\nSection 1202.\n\n          \"Security  Register\"  and  \"Security  Registrar\"  have the  respective\nmeanings specified in Section 305.\n\n          \"Senior  Indebtedness\" means the principal of and premium, if any, and\ninterest on (such interest on Senior  Indebtedness,  wherever referred to in the\nIndenture, is deemed to include interest accruing after the filing of a petition\ninitiating any proceeding  pursuant to any bankruptcy law in accordance with and\nat the rate (including any rate applicable upon any default or event of default,\nto  the  extent  unlawful)  specified  in any  document  evidencing  the  Senior\nIndebtedness,  whether or not the claim for such  interest is allowed as a claim\nafter such filing in any proceeding under such bankruptcy law) and other amounts\ndue on or in connection  with any  Indebtedness  of the Company  existing on the\ndate of initial  issuance of the Securities or any  Indebtedness  of the Company\nthereafter  created,  incurred  or assumed and  permitted  under  Section  1008,\nunless, in the case of any particular  Indebtedness,  the instrument creating or\nevidencing  the same or  pursuant  to which  the same is  outstanding  expressly\nprovides that such  Indebtedness  shall not be senior in right of payment to the\nSecurities.\n\n          \"Senior   Subordinated  Debt\"  means  the  Securities  and  any  other\nindebtedness,  guarantee or obligation of the Company that specifically provides\nthat such indebtedness, guarantee or obligation is to rank pari passu with other\nSenior  Subordinated Debt of the Company and is not subordinated by its terms to\nany  indebtedness,  guarantee or  obligation  of the Company which is not Senior\nIndebtedness.\n\n          \"Significant  Subsidiary\"  means a Subsidiary  of the Company which at\nthe time of  determination  either  (i) had  tangible  assets  which,  as of the\nCompany's most recent quarterly consolidated balance sheet, constituted at least\n5% of Consolidated 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.\n\n          \"Special Record Date\" for the payment of any Defaulted  Interest means\na date fixed by the Trustee pursuant to Section 307.\n\n          \"Stated  Maturity\",  when used with  respect  to any  Security  or any\ninstallment  of interest  thereon,  means the 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.\n\n          \"Subordinated  Obligations\"  means any principal of, premium,  if any,\nand interest on the Securities  payable  pursuant to the terms of the Securities\nor upon acceleration, including any amounts received upon the exercise of rights\nof  rescission  or other  rights of action  (including  claims for  damages)  or\notherwise,  to the extent  relating to the purchase  price of the  Securities or\namounts  corresponding  to such principal,  premium,  if any, or interest on the\nSecurities.\n\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.\n\n          \"Trading  Day\" means each  Monday,  Tuesday,  Wednesday,  Thursday and\nFriday,  other than any day on which securities are not traded on the applicable\nsecurities exchange or in the applicable securities market.\n\n          \"Trustee\"  means  the  Person  named  as the  \"Trustee\"  in the  first\nparagraph of this  instrument  until a successor  Trustee shall have become such\npursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter\n\"Trustee\" shall mean such successor Trustee.\n\n          \"Trust  Indenture  Act\"  means the Trust  Indenture  Act of 1939 as in\nforce at the date as of which this instrument was executed;  provided,  however,\nthat in the event the Trust  Indenture  Act of 1939 is amended  after such date,\n\"Trust  Indenture Act\" means, to the extent required by any such amendment,  the\nTrust Indenture Act of 1939 as so amended.\n\n          \"Vice  President\",  when  used  with  respect  to the  Company  or the\nTrustee,  means any vice  president,  whether or not designated by a number or a\nword or words added before or after the title \"vice president\".\n\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  principal  amount of such  Indebtedness  or\nportion  thereof (if applicable)  into (ii) the sum of the products  obtained by\nmultiplying  (a) the amount of each then  remaining  installment,  sinking fund,\nserial  maturity or other required  payment of principal,  including  payment at\nfinal maturity,  in respect thereof,  by (b) the number of years  (calculated to\nthe nearest  one-twelfth)  that will elapse  between such date and the making of\nsuch payment.\n\n          \"Wholly  Owned  Subsidiary\"  of any person means (i) a  Subsidiary  of\nwhich 100% of the Common  Equity  (except for  director's  qualifying  shares or\ncertain  minority  interests  owned by other  Persons  solely  due to local  law\nrequirements that there be more than one stockholder,  but which interest is not\nin excess of what is required for such purpose) is owned directly by such Person\nor through one or more other Wholly Owned  Subsidiaries  of such Person and (ii)\nany  entity  other  than  a  corporation  in  which  such  Person,  directly  or\nindirectly, owns all of the Common Equity of such entity.\n\n\nSECTION 102.   Compliance Certificates and Opinions.\n\n          Upon any  application or request by the Company to the Trustee to take\nany action under any provision of this  Indenture,  the Company shall furnish to\nthe Trustee such  certificates  and opinions as may be required  under the Trust\nIndenture Act. Each such certificate or opinion shall be given in the form of an\nOfficers'  Certificate,  if to be  given by an  officer  of the  Company,  or an\nOpinion  of  Counsel,  if to be given by  counsel,  and  shall  comply  with the\nrequirements of the Trust  Indenture Act and any other  requirement set forth in\nthis Indenture.\n\n          Every  certificate  or  opinion  with  respect  to  compliance  with a\ncondition or covenant  provided for in this  Indenture  (other than an Officers'\nCertificate provided pursuant to Section 1004 hereof) shall include\n\n          (1) a statement  that each  individual  signing  such  certificate  or\n     opinion has read such  covenant or  condition  and the  definitions  herein\n     relating thereto;\n\n          (2) a brief statement as to the nature and scope of the examination or\n     investigation  upon which the  statements  or  opinions  contained  in such\n     certificate or opinion are based;\n\n          (3) a statement that, in the opinion of each such  individual,  he has\n     made such  examination  or  investigation  as is necessary to enable him to\n     express an informed opinion as to whether or not such covenant or condition\n     has been complied with; and\n\n          (4) a statement as to whether, in the opinion of each such individual,\n     such condition or covenant has been complied with.\n\n\nSECTION 103.   Form of Documents Delivered to Trustee.\n\n          In any case where several  matters are required to be certified by, or\ncovered by an opinion of, any specified  Person,  it is not  necessary  that all\nsuch  matters  be  certified  by, or covered by the  opinion  of,  only one such\nPerson,  or that they be so certified or covered by only one  document,  but one\nsuch Person may certify or give an opinion  with respect to some matters and one\nor more other such Persons as to other matters,  and any such Person may certify\nor give an opinion as to such matters in one or several documents.\n\n          Any  certificate or opinion of an officer of the Company may be based,\ninsofar as it relates to legal  matters,  upon a  certificate  or opinion of, or\nrepresentations  by,  counsel,  unless such officer knows, or in the exercise of\nreasonable care should know, that the certificate or opinion or  representations\nwith respect to the matters upon which his  certificate  or opinion is based are\nerroneous.  Any such certificate or opinion of counsel may be based,  insofar as\nit  relates  to  factual   matters,   upon  a  certificate  or  opinion  of,  or\nrepresentations  by, an officer or  officers  of the  Company  stating  that the\ninformation  with respect to such factual  matters is in the  possession  of the\nCompany, unless such counsel knows, or in the exercise of reasonable care should\nknow,  that the certificate or opinion or  representations  with respect to such\nmatters are erroneous.\n\n          Where any Person is  required  to make,  give or  execute  two or more\napplications,  requests, consents,  certificates,  statements, opinions or other\ninstruments  under this Indenture,  they may, but need not, be consolidated  and\nform one instrument.\n\n\nSECTION 104.   Acts of Holders; Record Dates.\n\n          (a) Any request, demand,  authorization,  direction,  notice, consent,\nwaiver  or  other  action  provided  by this  Indenture  to be given or taken by\nHolders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of\nsubstantially  similar  tenor  signed by such Holders in person or by agent duly\nappointed in writing;  and, except as herein otherwise expressly provided,  such\naction shall become  effective when such instrument or instruments are delivered\nto the Trustee and, where it is hereby expressly required,  to the Company. Such\ninstrument  or  instruments  (and the  action  embodied  therein  and  evidenced\nthereby) are herein  sometimes  referred to as the \"Act\" of the Holders  signing\nsuch instrument or instruments.  Proof of execution of any such instrument or of\na writing  appointing any such agent shall be sufficient for any purpose of this\nIndenture  and (subject to Section 601)  conclusive  in favor of the Trustee and\nthe Company, if made in the manner provided in this Section.\n\n          (b) The fact  and  date of the  execution  by any  Person  of any such\ninstrument  or  writing  may be proved  by the  affidavit  of a witness  of such\nexecution or by a certificate of a notary public or other officer  authorized by\nlaw to take  acknowledgments  of deeds,  certifying that the individual  signing\nsuch instrument or writing acknowledged to him the execution thereof. Where such\nexecution  is by a  signer  acting  in a  capacity  other  than  his  individual\ncapacity,  such certificate or affidavit shall also constitute  sufficient proof\nof his authority.  The fact and date of the execution of any such  instrument or\nwriting,  or the authority of the Person  executing the same, may also be proved\nin any other manner which the Trustee deems sufficient.\n\n          (c) The  Company  may,  in the  circumstances  permitted  by the Trust\nIndenture  Act,  by  Board  Resolution  fix any day as the  record  date for the\npurpose of determining the Holders entitled to give or take any request, demand,\nauthorization, direction, notice, consent, waiver or other action, or to vote on\nany action,  authorized or permitted to be given or taken by Holders. If not set\nby the Company prior to the first solicitation of a Holder made by any Person in\nrespect  of any such  action,  or, in the case of any such  vote,  prior to such\nvote,  the record date for any such action or vote shall be the 30th day (or, if\nlater,  the date of the most  recent  list of Holders  required  to be  provided\npursuant to Section 701) prior to such first  solicitation  or vote, as the case\nmay be. With regard to any record date,  only the Holders on such date (or their\nduly  designated  proxies)  shall be entitled  to give or take,  or vote on, the\nrelevant action.\n\n          (d)  The ownership of Securities shall be proved by\nthe Security Register.\n\n          (e) Any request, demand,  authorization,  direction,  notice, consent,\nwaiver or other Act of the Holder of any Security shall bind every future Holder\nof the  same  Security  and  the  Holder  of  every  Security  issued  upon  the\nregistration of transfer  thereof or in exchange  therefor or in lieu thereof in\nrespect of anything  done,  omitted or suffered to be done by the Trustee or the\nCompany in reliance thereon, whether or not notation of such action is made upon\nsuch Security.\n\n\nSECTION 105.   Notices, Etc., to Trustee and Company.\n\n          Any request, demand, authorization, direction, notice, consent, waiver\nor Act of Holders or other  document  provided or permitted by this Indenture to\nbe made upon, given or furnished to, or filed with,\n\n          (1)  the Trustee by any Holder or by the Company\n     shall be sufficient for every purpose hereunder if\n     made, given, furnished or filed in writing to or with\n     the Trustee at its Corporate Trust Office, Attention:\n     Corporate Trust Administration, or\n\n          (2) the  Company by the Trustee or by any Holder  shall be  sufficient\n     for every purpose hereunder (unless otherwise herein expressly provided) if\n     in  writing  and  mailed,  first-class  postage  prepaid,  to  the  Company\n     addressed  to it at the address of its  principal  office  specified in the\n     first  paragraph  of this  instrument  or at any other  address  previously\n     furnished in writing to the Trustee by the Company.\n\n\nSECTION 106.   Notice to Holders; Waiver.\n\n          Where this Indenture provides for notice to Holders of any event, such\nnotice shall be sufficiently given (unless otherwise herein expressly  provided)\nif in writing and mailed,  first-class  postage prepaid, to each Holder affected\nby such event, at such Holder's address as it appears in the Security  Register,\nnot later than the latest date (if any),  and not earlier than the earliest date\n(if any),  prescribed for the giving of such notice. In any case where notice to\nHolders  is given by mail,  neither  the  failure to mail such  notice,  nor any\ndefect in any  notice so  mailed,  to any  particular  Holder  shall  affect the\nsufficiency of such notice with respect to other  Holders.  Where this Indenture\nprovides  for notice in any manner,  such notice may be waived in writing by the\nPerson  entitled to receive such notice,  either before or after the event,  and\nsuch waiver shall be the equivalent of such notice. Waivers of notice by Holders\nshall be filed  with the  Trustee,  but such  filing  shall  not be a  condition\nprecedent to the validity of any action taken in reliance upon such waiver.\n\n          In case by reason of the  suspension  of  regular  mail  service or by\nreason of any other cause it shall be impracticable to give such notice by mail,\nthen such  notification  as shall be made with the approval of the Trustee shall\nconstitute a sufficient notification for every purpose hereunder.\n\n\nSECTION 107.   Conflict with Trust Indenture Act.\n\n          If  any  provision  hereof  limits,  qualifies  or  conflicts  with  a\nprovision  of the Trust  Indenture  Act that is required  under such Act to be a\npart of and govern this Indenture,  the latter  provision shall control.  If any\nprovision  of this  Indenture  modifies or excludes  any  provision of the Trust\nIndenture Act that may be so modified or excluded, the latter provision shall be\ndeemed to apply to this Indenture as so modified or to be excluded,  as the case\nmay be.\n\n\nSECTION 108.   Effect of Headings and Table of Contents.\n\n          The Article and Section  headings herein and the Table of Contents are\nfor convenience only and shall not affect the construction hereof.\n\n\nSECTION 109.   Successors and Assigns.\n\n          All  covenants and  agreements in this  Indenture by the Company shall\nbind its successors and assigns, whether so expressed or not.\n\n\nSECTION 110.   Separability Clause.\n\n          In case any provision in this Indenture or in the Securities  shall be\ninvalid, illegal or unenforceable,  the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby.\n\n\nSECTION 111.   Benefits of Indenture.\n\n          Nothing in this  Indenture or in the  Securities,  express or implied,\nshall give to any  Person,  other than the parties  hereto and their  successors\nhereunder, the holders of Senior Indebtedness and the Holders of Securities, any\nbenefit or any legal or equitable right, remedy or claim under this Indenture.\n\n\nSECTION 112.   Governing Law.\n\n          This Indenture and the  Securities  shall be governed by and construed\nin accordance  with the laws of the State of New York,  without giving effect to\nsuch State's conflicts of laws principles.\n\n\nSECTION 113.   Legal Holidays.\n\n          In any case where any Interest Payment Date,  Redemption Date,  Stated\nMaturity or  Repurchase  Date of any Security  shall not be a Business Day, then\n(notwithstanding  any other  provision of this  Indenture or of the  Securities)\npayment of interest or principal (and premium,  if any) need not be made on such\ndate,  but may be made on the next  succeeding  Business Day with the same force\nand effect as if made on the Interest  Payment Date, the Redemption Date, or the\nRepurchase  Date, or at the Stated  Maturity,  provided  that no interest  shall\naccrue for the period  from and after such  Interest  Payment  Date,  Redemption\nDate, Repurchase Date or Stated Maturity, as the case may be.\n\n\n\n                                  ARTICLE TWO\n\n                                 Security Forms\n\n\nSECTION 201.   Forms Generally.\n\n          The Securities and the Trustee's  certificates of authentication shall\nbe in substantially  the forms set forth in this Article,  with such appropriate\ninsertions,  omissions,  substitutions  and other  variations as are required or\npermitted by this Indenture,  and may have such letters,  numbers or other marks\nof  identification  and such legends or  endorsements  placed  thereon as may be\nrequired  to  comply  with  the  rules  of any  securities  exchange  or as may,\nconsistently  herewith, be determined by the officers executing such Securities,\nas evidenced by their execution of the Securities.\n\n          The definitive  Securities shall be printed,  lithographed or engraved\nor produced by any combination of these methods on steel engraved borders or may\nbe  produced  in any  other  manner  permitted  by the  rules of any  securities\nexchange  on which  the  Securities  may be  listed,  all as  determined  by the\nofficers  executing  such  Securities,  as evidenced by their  execution of such\nSecurities.\n\n\nSECTION 202.   Form of Face of Security.\n\n                     HEALTHSOUTH Rehabilitation Corporation\n\n                    9.5% Senior Subordinated Notes due 2001\n\n\nNo.                                                    $\n\n          HEALTHSOUTH  Rehabilitation  Corporation, a corporation duly organized\nand existing under the laws of Delaware (herein called the \"Company\", which term\nincludes any successor Person under the Indenture  hereinafter referred to), for\nvalue received, hereby promises to pay to , or registered assigns, the principal\nsum of Dollars on April 1, 2001, and to pay interest  thereon from and including\nthe date of initial  issuance of  Securities  under the  Indenture,  or from and\nincluding the most recent Interest  Payment Date to which interest has been paid\nor duly  provided  for,  semiannually  on April 1 and  October  1 in each  year,\ncommencing  October 1, 1994, at the rate of 9,5% per annum,  until the principal\nhereof is paid or made  available  for  payment.  The  interest so payable,  and\npunctually  paid or duly  provided  for, on any Interest  Payment Date will,  as\nprovided in such  Indenture,  be paid to the Person in whose name this  Security\n(or one or more  Predecessor  Securities) is registered at the close of business\non the  Regular  Record Date for such  interest,  which shall be the March 15 or\nSeptember 15 (whether or not a Business Day), as the case may be, next preceding\nsuch  Interest  Payment Date.  Any such interest not so punctually  paid or duly\nprovided  for will  forthwith  cease to be payable to the Holder on such Regular\nRecord Date and may either be paid to the Person in whose name this Security (or\none or more Predecessor  Securities) is registered at the close of business on a\nSpecial  Record Date for the payment of such  Defaulted  Interest to be fixed by\nthe Trustee,  notice  whereof shall be given to Holders of  Securities  not less\nthan 10 days prior to such Special  Record  Date,  or be paid at any time in any\nother lawful manner not  inconsistent  with the  requirements  of any securities\nexchange on which the Securities  may be listed,  and upon such notice as may be\nrequired by such exchange, all as more fully provided in said Indenture. Payment\nof the principal of (and premium,  if any) and interest on this Security will be\nmade at the office or agency of the Company  maintained  for that purpose in the\nBorough of Manhattan,  The City of New York and in such other cities, if any, as\nthe Company may designate in writing to the Trustee, in such coin or currency of\nthe United  States of  America  as at the time of  payment  is legal  tender for\npayment of public and private debts;  provided,  however,  that at the option of\nthe Company  payment of interest  may be made by check  mailed to the address of\nthe  Person  entitled  thereto  as such  address  shall  appear in the  Security\nRegister.\n\n          Reference is hereby made to the further  provisions  of this  Security\nset forth on the reverse hereof, which further provisions shall for all purposes\nhave the same effect as if set forth at this place.\n\n          Unless the certificate of  authentication  hereon has been executed by\nthe Trustee referred to on the reverse hereof by manual signature, this Security\nshall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or\nobligatory for any purpose.\n\n          IN WITNESS WHEREOF,  the Company has caused this instrument to be duly\nexecuted under its corporate seal.\n\nDated:\n\n\n                              HEALTHSOUTH Rehabilitation Corporation\n\n\n\n                              By\n\n\nAttest:\n\n\n\n          Secretary\n\n\nSECTION 203.   Form of Reverse of Security.\n\n          This Security is one of a duly  authorized  issue of Securities of the\nCompany designated as its 9.5% Senior Subordinated Notes due 2001 (herein called\nthe  \"Securities\"),  limited  in  aggregate  principal  amount  to  $287,500,000\n(including the  underwriters'  over-allotment  option),  issued and to be issued\nunder an Indenture,  dated as of March , 1994 (herein  called the  \"Indenture\"),\nbetween the Company and NationsBank of Georgia, National Association, as Trustee\n(herein  called the \"Trustee\",  which term includes any successor  trustee under\nthe  Indenture),  to which  Indenture and all  indentures  supplemental  thereto\nreference is hereby made for a statement of the respective  rights,  limitations\nof rights,  duties and immunities  thereunder of the Company,  the Trustee,  the\nholders of Senior  Indebtedness  and the Holders of the  Securities,  and of the\nterms upon which the Securities are, and are to be, authenticated and delivered.\n\n\n          The  Securities  are subject to  redemption  upon not less than 30 nor\nmore than 60 days' notice by first class mail,  at any time on or after April 1,\n1998,  as a whole or in part,  at the election of the Company,  at the following\nRedemption Prices (expressed as percentages of the principal amount):\n\nIf redeemed during the 12-month period beginning April 1 of the\nyears indicated,\n\n                                   Redemption\n               Year             Price\n\n               1998 . . .        104.750%\n               1999 . . .        102.375%\n               2000 . . .        100.000%\n\ntogether  in the  case of any  such  redemption  with  accrued  interest  to the\nRedemption Date, but interest  installments whose Stated Maturity is on or prior\nto such  Redemption Date will be payable to the Holders of such  Securities,  or\none or more  Predecessor  Securities,  of record at the close of business on the\nRegular  Record  Dates  referred to on the face  hereof,  all as provided in the\nIndenture.\n\n          The Indenture provides that if a Repurchase Event (as defined therein)\noccurs,  each Holder of Securities  shall have the right, in accordance with the\nprovisions of the  Indenture,  to require the Company to repurchase  all of such\nHolder's  Securities,  or any portion  thereof  that is an integral  multiple of\n$1,000,  for  cash at a price  equal  to 101% of the  principal  amount  of such\nSecurities to be repurchased,  together with accrued  interest to the Repurchase\nDate, but any interest  installment  the Stated Maturity of which is on or prior\nto such  Repurchase Date will be payable to the Holders of such  Securities,  or\none or more  Predecessor  Securities,  of record at the close of business on the\nRegular  Record  Dates  referred to on the face  hereof,  all as provided in the\nIndenture.\n\n          In the event of  redemption  or  repurchase  of this  Security in part\nonly,  a new  Security  or  Securities  for the portion  hereof not  redeemed or\nrepurchased  will  be  issued  in  the  name  of  the  Holder  hereof  upon  the\ncancellation hereof.\n\n          The indebtedness evidenced by this Security is, to the extent provided\nin the  Indenture,  subordinate  and  subject  in right of  payment to the prior\npayment in full of all Senior Indebtedness,  and this Security is issued subject\nto the  provisions of the Indenture  with respect  thereto.  Each Holder of this\nSecurity,  by  accepting  the  same,  (a)  agrees  to and shall be bound by such\nprovisions,  (b)  authorizes  and directs the Trustee on his behalf to take such\naction as may be necessary or  appropriate to effectuate  the  subordination  so\nprovided and (c) appoints the Trustee his  attorney-in-fact for any and all such\npurposes.\n\n          If an Event of Default shall occur and be continuing, the principal of\nall the  Securities  may be declared  due and payable in the manner and with the\neffect provided in the Indenture.\n\n          As provided in and subject to the  provisions  of the  Indenture,  the\nHolder of this  Security  shall not have the right to institute  any  proceeding\nwith respect to the Indenture or for the appointment of a receiver or trustee or\nfor any other remedy thereunder,  unless such Holder shall have previously given\nthe Trustee written notice of a continuing  Event of Default with respect to the\nSecurities,  the  Holders  of not  less  than  25% in  principal  amount  of the\nSecurities  at the time  Outstanding  shall  have made  written  request  to the\nTrustee and offered the Trustee reasonable indemnity,  and the Trustee shall not\nhave  received  from the Holders of a majority in  principal  amount at the time\nOutstanding a written direction  inconsistent with such request,  and shall have\nfailed to  institute  any such  proceeding,  for 60 days  after  receipt of such\nnotice,  request and offer of indemnity.  The  foregoing  shall not apply to any\nsuit  instituted  by the  Holder of this  Security  for the  enforcement  of any\npayment of  principal  hereof or any premium or interest  hereon on or after the\nrespective due dates expressed herein.\n\n          The Indenture  permits,  with certain  exceptions as therein provided,\nthe amendment  thereof and the modification of the rights and obligations of the\nCompany and the rights of the Holders of the  Securities  under the Indenture at\nany time by the  Company  and the  Trustee  with the consent of the Holders of a\nmajority  in  aggregate   principal   amount  of  the  Securities  at  the  time\nOutstanding.  The Indenture also contains  provisions  permitting the Holders of\nspecified  percentages  in aggregate  principal  amount of the Securities at the\ntime  Outstanding,  on behalf of the  Holders  of all the  Securities,  to waive\ncompliance  by the Company with certain  provisions of the Indenture and certain\npast defaults  under the Indenture and their  consequences.  Any such consent or\nwaiver by the Holder of this Security  shall be conclusive and binding upon such\nHolder and upon all future  Holders of this Security and of any Security  issued\nupon the  registration  of  transfer  hereof or in  exchange  herefor or in lieu\nhereof,  whether  or not  notation  of such  consent or waiver is made upon this\nSecurity.\n\n          No reference herein to the Indenture and no provision of this Security\nor of the Indenture  shall alter or impair the obligation of the Company,  which\nis absolute and unconditional, to pay the principal of (and premium, if any) and\ninterest  on this  Security  at the  times,  place and rate,  and in the coin or\ncurrency, herein prescribed.\n\n          As  provided  in the  Indenture  and  subject to  certain  limitations\ntherein set forth,  the transfer of this Security is registrable in the Security\nRegister,  upon surrender of this Security for  registration  of transfer at the\noffice or agency  of the  Company  in any  place  where  the  principal  of (and\npremium, if any) and interest on this Security are payable, duly endorsed by, or\naccompanied  by a written  instrument  of transfer in form  satisfactory  to the\nCompany and the Security  Registrar  duly  executed by, the Holder hereof or his\nattorney duly  authorized in writing,  and thereupon one or more new Securities,\nof authorized denominations and for the same aggregate principal amount, will be\nissued to the designated transferee or transferees.\n\n          The Securities are issuable only in registered form without coupons in\ndenominations of $1,000 and any integral  multiple  thereof.  As provided in the\nIndenture and subject to certain limitations  therein set forth,  Securities are\nexchangeable for a like aggregate  principal amount of Securities of a different\nauthorized denomination, as requested by the Holder surrendering the same.\n\n          No service charge shall be made for any such  registration of transfer\nor exchange,  but the Company may require  payment of a sum  sufficient to cover\nany tax or other governmental charge payable in connection therewith.\n\n          Prior  to  due  presentment  of  this  Security  for  registration  of\ntransfer,  the Company,  the Trustee and any agent of the Company or the Trustee\nmay treat the Person in whose name this  Security is  registered as the absolute\nowner  hereof for all  purposes,  whether or not this  Security be overdue,  and\nneither the Company,  the Trustee nor any such agent shall be affected by notice\nto the contrary.\n\n          All terms used in this  Security  which are  defined in the  Indenture\nshall have the meanings assigned to them in the Indenture.\n\n\nSECTION 204.   Form of Trustee's Certificate of Authentication.\n\n          The Trustee's  certificate of authentication shall be in substantially\nthe following form:\n\n          This  is one of the  Securities  referred  to in the  within-mentioned\nIndenture.\n\n\n                              NATIONSBANK OF GEORGIA, NATIONAL\n                                                                     ASSOCIATION\n                                                                      as Trustee\n\n\n                              By\n\n                                                            Authorized Signatory\n\n\n\n                                 ARTICLE THREE\n\n                                 The Securities\n\nSECTION 301.   Title and Terms.\n\n          The   aggregate   principal   amount  of   Securities   which  may  be\nauthenticated  and  delivered  under this  Indenture is limited to  $287,500,000\n(including $37,500,000 aggregate principal amount of Securities that may be sold\nby the Company  pursuant to the  Underwriting  Agreement,  dated March 17, 1994,\nbetween the Company  and Smith  Barney  Shearson  Inc.),  except for  Securities\nauthenticated  and delivered  upon  registration  of transfer of, or in exchange\nfor, or in lieu of, other  Securities  pursuant to Section 304,  305,  306, 906,\n1108 or 1302.\n\n\n          The  Securities  shall be known and  designated  as the \" 9.5%  Senior\nSubordinated  Notes due 2001\" of the  Company.  Their Stated  Maturity  shall be\nApril 1, 2001, and they shall bear interest at the rate of 9.5% per annum,  from\nand  including  the  date of  initial  issuance  of the  Securities  under  this\nIndenture,  or from and including the most recent Interest Payment Date to which\ninterest  has been  paid or duly  provided  for,  as the  case  may be,  payable\nsemiannually  on April 1 and October 1,  commencing  October 1, 1994,  until the\nprincipal  thereof  is paid or made  available  for  payment.  Each  payment  of\ninterest shall include  interest  accrued to but excluding the Interest  Payment\nDate on which payment is to be made.\n\n          The principal of (and premium,  if any) and interest on the Securities\nshall be  payable  at the  office or agency of the  Company  in the  Borough  of\nManhattan,  The City of New York  maintained  for such  purpose and at any other\noffice or agency maintained by the Company for such purpose; provided,  however,\nthat at the  option of the  Company  payment  of  interest  may be made by check\nmailed to the  address of the Person  entitled  thereto  as such  address  shall\nappear in the Security Register.\n\n          The Securities shall be redeemable as provided in Article Eleven.\n\n          The  Securities  shall be  subordinated  in right of payment to Senior\nIndebtedness as provided in Article Twelve.\n\n          The  Securities  shall be subject to  repurchase  at the option of the\nHolder as provided in Article Thirteen.\n\n\nSECTION 302.   Denominations.\n\n          The  Securities  shall be issuable  only in  registered  form  without\ncoupons and only in denominations of $1,000 and any integral multiple thereof.\n\n\nSECTION 303.   Execution, Authentication, Delivery and Dating.\n\n          The  Securities  shall be  executed  on behalf of the  Company  by its\nChairman of the Board,  its Vice Chairman of the Board,  its President or one of\nits Vice Presidents, under its corporate seal reproduced thereon attested by its\nSecretary or one of its  Assistant  Secretaries.  The  signature of any of these\nofficers on the Securities may be manual or facsimile.\n\n          Securities  bearing the manual or facsimile  signatures of individuals\nwho were at any time the proper  officers of the Company shall bind the Company,\nnotwithstanding  that such  individuals  or any of them have ceased to hold such\noffices prior to the  authentication  and delivery of such Securities or did not\nhold such offices at the date of such Securities.\n\n          At any time and from time to time after the  execution and delivery of\nthis Indenture,  the Company may deliver  Securities  executed by the Company to\nthe  Trustee  for  authentication,   together  with  a  Company  Order  for  the\nauthentication  and delivery of such  Securities;  and the Trustee in accordance\nwith such Company  Order shall  authenticate  and deliver such  Securities as in\nthis Indenture provided and not otherwise.\n\n          Each  Security  shall be dated  March __, 1994 and shall also bear the\ndate of its authentication.\n\n          No Security  shall be entitled to any benefit under this  Indenture or\nbe valid or obligatory  for any purpose  unless there appears on such Security a\ncertificate  of  authentication  substantially  in the form  provided for herein\nexecuted  by the  Trustee by manual  signature,  and such  certificate  upon any\nSecurity shall be conclusive evidence, and the only evidence, that such Security\nhas been duly authenticated and delivered hereunder.\n\n\nSECTION 304.   Temporary Securities.\n\n          Pending the  preparation  of  definitive  Securities,  the Company may\nexecute,  and upon Company  Order the Trustee  shall  authenticate  and deliver,\ntemporary Securities which are printed, lithographed,  typewritten, mimeographed\nor otherwise  produced,  in any authorized  denomination,  substantially  of the\ntenor of the  definitive  Securities  in lieu of which  they are issued and with\nsuch appropriate  insertions,  omissions,  substitutions and other variations as\nthe officers  executing such  Securities  may  determine,  as evidenced by their\nexecution of such Securities.\n\n          If temporary Securities are issued, the Company shall cause definitive\nSecurities to be prepared without  unreasonable  delay. After the preparation of\ndefinitive  Securities,  the  temporary  Securities  shall be  exchangeable  for\ndefinitive  Securities upon surrender of the temporary  Securities at any office\nor agency of the Company designated  pursuant to Section 1002, without charge to\nthe  Holder.  Upon  surrender  for  cancellation  of any one or  more  temporary\nSecurities  the Company  shall execute and the Trustee  shall  authenticate  and\ndeliver in exchange therefor a like principal amount of definitive Securities of\nauthorized  denominations.  Until so exchanged the temporary Securities shall in\nall respects be entitled to the same benefits under this Indenture as definitive\nSecurities.\n\n\nSECTION 305.   Registration, Registration of Transfer and\n               Exchange.\n\n          (a) The Company shall cause to be kept at the  Corporate  Trust Office\nof the Trustee a register  (the  register  maintained  in such office and in any\nother  office or  agency  designated  pursuant  to  Section  1002  being  herein\nsometimes collectively referred to as the \"Security Register\") in which, subject\nto such  reasonable  regulations as it may prescribe,  the Company shall provide\nfor the  registration of Securities and of transfers of Securities.  The Trustee\nis  hereby  appointed  \"Security  Registrar\"  for  the  purpose  of  registering\nSecurities  and transfers of Securities as herein  provided.  At all  reasonable\ntimes the Security Register shall be open for inspection by the Company.\n\n          Upon  surrender  for  registration  of transfer of any  Security at an\noffice or agency of the Company  designated  pursuant  to Section  1002 for such\npurpose,  the Company  shall  execute,  and the Trustee shall  authenticate  and\ndeliver,  in the name of the designated  transferee or transferees,  one or more\nnew Securities of any authorized denominations and of a like aggregate principal\namount.\n\n          At the option of the Holder,  Securities  may be  exchanged  for other\nSecurities of any authorized  denominations  and of a like  aggregate  principal\namount,  upon  surrender  of the  Securities  to be  exchanged at such office or\nagency.  Whenever any Securities are so  surrendered  for exchange,  the Company\nshall execute,  and the Trustee shall  authenticate and deliver,  the Securities\nwhich the Holder making the exchange is entitled to receive.\n\n          (b) All  Securities  issued  upon  any  registration  of  transfer  or\nexchange of Securities shall be the valid obligations of the Company, evidencing\nthe same debt,  and entitled to the same benefits under this  Indenture,  as the\nSecurities surrendered upon such registration of transfer or exchange.\n\n          Every Security  presented or surrendered for  registration of transfer\nor  for  exchange  shall  be  duly  endorsed,  or be  accompanied  by a  written\ninstrument  of transfer  in form  satisfactory  to the Company and the  Security\nRegistrar duly executed,  by the Holder thereof or his attorney duly  authorized\nin writing.\n\n          No service  charge shall be made for any  registration  of transfer or\nexchange of Securities,  but the Company may require payment of a sum sufficient\nto cover any tax or other governmental  charge that may be imposed in connection\nwith any  registration  of  transfer  or  exchange  of  Securities,  other  than\nexchanges pursuant to Section 304, 906, 1108 or 1302 not involving any transfer.\n\n          The Company shall not be required (i) to issue,  register the transfer\nof or exchange any Security during a period  beginning 15 days before the day of\nthe mailing of a notice of  redemption  of  Securities  selected for  redemption\nunder  Section 1104 and ending on the day of such  mailing,  or (ii) to register\nthe transfer of or exchange any Security so selected for  redemption in whole or\nin part, except the unredeemed portion of any Security being redeemed in part.\n\n\nSECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.\n\n          If any mutilated  Security is surrendered to the Trustee,  the Company\nshall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange\ntherefor a new Security of like tenor and principal  amount and bearing a number\nnot contemporaneously outstanding.\n\n          If  there  shall be  delivered  to the  Company  and the  Trustee  (i)\nevidence to their satisfaction of the destruction, loss or theft of any Security\nand (ii) such  security or  indemnity as may be required by them to save each of\nthem and any agent of either of them harmless, then, in the absence of notice to\nthe Company or the Trustee that such  Security has been  acquired by a bona fide\npurchaser,  the Company  shall execute and the Trustee  shall  authenticate  and\ndeliver, in lieu of any such destroyed,  lost or stolen Security, a new Security\nof like tenor and  principal  amount and bearing a number not  contemporaneously\noutstanding.\n\n          In case any such  mutilated,  destroyed,  lost or stolen  Security has\nbecome or is about to become due and payable, the Company in its discretion may,\ninstead of issuing a new Security, pay such Security.\n\n          Upon the issuance of any new Security under this Section,  the Company\nmay  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other\ngovernmental  charge  that may be  imposed  in  relation  thereto  and any other\nexpenses (including the fees and expenses of the Trustee) connected therewith.\n\n          Every new  Security  issued  pursuant  to this  Section in lieu of any\ndestroyed,  lost or stolen  Security  shall  constitute  an original  additional\ncontractual  obligation of the Company,  whether or not the  destroyed,  lost or\nstolen  Security  shall be at any  time  enforceable  by  anyone,  and  shall be\nentitled to all the benefits of this Indenture equally and proportionately  with\nany and all other Securities duly issued hereunder.\n\n          The  provisions of this Section are  exclusive and shall  preclude (to\nthe extent lawful) all other rights and remedies with respect to the replacement\nor payment of mutilated, destroyed, lost or stolen Securities.\n\n\nSECTION 307.   Payment of Interest; Interest Rights Preserved.\n\n          Interest on any Security which is payable,  and is punctually  paid or\nduly provided  for, on any Interest  Payment Date shall be paid to the Person in\nwhose name that Security (or one or more  Predecessor  Securities) is registered\nat the close of business on the Regular  Record Date for such  interest.  At the\noption of the  Company,  interest on any Security may be paid by mailing a check\nto the address of the Holder  thereof as such address  appears in the Securities\nRegister.\n\n          Any interest on any Security  which is payable,  but is not punctually\npaid  or  duly  provided  for,  on any  Interest  Payment  Date  (herein  called\n\"Defaulted  Interest\")  shall forthwith cease to be payable to the Holder on the\nrelevant  Regular  Record  Date by virtue of having been such  Holder,  and such\nDefaulted Interest may be paid by the Company,  at its election in each case, as\nprovided in clause (1) or (2) below:\n\n          (1) The Company may elect to make payment of any Defaulted Interest to\n     the Persons in whose names the Securities (or their respective  Predecessor\n     Securities)  are  registered  at the close of business on a Special  Record\n     Date for the payment of such  Defaulted  Interest,  which shall be fixed in\n     the  following  manner.  The Company shall notify the Trustee in writing of\n     the amount of Defaulted  Interest  proposed to be paid on each Security and\n     the date of the proposed  payment,  and at the same time the Company  shall\n     deposit with the Trustee an amount of money equal to the  aggregate  amount\n     proposed  to be paid in respect of such  Defaulted  Interest  or shall make\n     arrangements satisfactory to the Trustee for such deposit prior to the date\n     of the proposed payment,  such money when deposited to be held in trust for\n     the benefit of the Persons  entitled to such Defaulted  Interest as in this\n     clause provided.  Thereupon the Trustee shall fix a Special Record Date for\n     the payment of such Defaulted Interest which shall be not more than 15 days\n     and not less than 10 days prior to the date of the proposed payment and not\n     less than 10 days  after the  receipt  by the  Trustee of the notice of the\n     proposed  payment.  The Trustee shall  promptly  notify the Company of such\n     Special  Record Date and,  in the name and at the  expense of the  Company,\n     shall cause notice of the proposed  payment of such Defaulted  Interest and\n     the Special Record Date therefor to be mailed, first-class postage prepaid,\n     to each Holder at his address as it appears in the Security  Register,  not\n     less than 10 days prior to such Special Record Date. Notice of the proposed\n     payment of such  Defaulted  Interest and the Special  Record Date  therefor\n     having been so mailed, such Defaulted Interest shall be paid to the Persons\n     in whose names the Securities (or their respective Predecessor  Securities)\n     are  registered  at the close of business on such  Special  Record Date and\n     shall no longer be payable pursuant to the following clause (2).\n\n          (2) The  Company  may make  payment of any  Defaulted  Interest in any\n     other  lawful  manner  not  inconsistent   with  the  requirements  of  any\n     securities  exchange on which the Securities  may be listed,  and upon such\n     notice as may be required by such  exchange,  if, after notice given by the\n     Company to the Trustee of the  proposed  payment  pursuant to this  clause,\n     such manner of payment shall be deemed practicable by the Trustee.\n\n          Subject to the foregoing  provisions  of this  Section,  each Security\ndelivered  under this Indenture upon  registration of transfer of or in exchange\nfor or in lieu of any other Security shall carry the rights to interest  accrued\nand unpaid, and to accrue, which were carried by such other Security.\n\n\nSECTION 308.   Persons Deemed Owners.\n\n          The  Company,  the Trustee and any agent of the Company or the Trustee\nmay treat the Person in whose name such  Security is  registered as the absolute\nowner of such Security for the purpose of receiving payment of principal of (and\npremium,  if any) and (subject to Section 307) interest on such Security and for\nall other  purposes  whatsoever,  whether or not such  Security be overdue,  and\nneither  the  Company,  the  Trustee nor any agent of the Company or the Trustee\nshall be affected by notice to the contrary.\n\n\nSECTION 309.   Cancellation.\n\n          All Securities  surrendered for payment,  redemption,  registration of\ntransfer or exchange shall, if surrendered to any Person other than the Trustee,\nbe delivered  to the Trustee and shall be promptly  cancelled by it. The Company\nmay at  any  time  deliver  to  the  Trustee  for  cancellation  any  Securities\npreviously  authenticated  and  delivered  hereunder  which the Company may have\nacquired in any manner  whatsoever,  and all  Securities  so delivered  shall be\npromptly cancelled by the Trustee.  No Securities shall be authenticated in lieu\nof or in exchange  for any  Securities  cancelled  as provided in this  Section,\nexcept as expressly permitted by this Indenture.  All cancelled  Securities held\nby the Trustee shall be disposed of as directed by a Company Order.\n\n\nSECTION 310.   Computation of Interest.\n\n          Interest on the Securities shall be computed on the basis of a 360-day\nyear of twelve 30-day months.\n\n\n\n\n                                  ARTICLE FOUR\n\n                           Satisfaction and Discharge\n\n\nSECTION 401.   Satisfaction and Discharge of Indenture.\n\n          This  Indenture  shall cease to be of further effect (except as to any\nsurviving  rights of registration  of transfer or exchange of Securities  herein\nexpressly provided for), and the Trustee, on demand of and at the expense of the\nCompany,  shall  execute  proper  instruments  acknowledging   satisfaction  and\ndischarge of this Indenture, when\n\n          (1)  either\n\n               (A) all Securities theretofore authenticated and delivered (other\n          than (i)  Securities  which  have been  destroyed,  lost or stolen and\n          which have been  replaced  or paid as provided in Section 306 and (ii)\n          Securities for whose payment money has  theretofore  been deposited in\n          trust or  segregated  and held in trust by the Company and  thereafter\n          repaid to the Company or  discharged  from such trust,  as provided in\n          Section 1003) have been delivered to the Trustee for cancellation; or\n\n               (B) all such Securities not theretofore\n          delivered to the Trustee for cancellation\n\n                        (i) have become due and payable,\n               or\n\n                        (ii) will become due and payable\n                      at their Stated Maturity within one\n                                    year, or\n\n                    (iii) are to be called for redemption  within one year under\n               arrangements satisfactory to the Trustee for the giving of notice\n               of redemption by the Trustee in the name, and at the expense,  of\n               the Company,\n\n     and the Company,  in the case of (i), (ii) or (iii) above, has deposited or\n     caused to be  deposited  with the  Trustee as trust  funds in trust for the\n     purpose  an amount  in cash  sufficient  to pay and  discharge  the  entire\n     indebtedness on such  Securities not  theretofore  delivered to the Trustee\n     for cancellation,  for principal (and premium,  if any) and interest to the\n     date of such deposit (in the case of  Securities  which have become due and\n     payable) or to the Stated Maturity or Redemption  Date, as the case may be;\n     provided,  however,  that the  Company  shall be  deemed  to have  made the\n     deposit  required  herein  as to any  Securities  in  respect  of which the\n     Company  has mailed a check to the  address  of the Holder  thereof as such\n     address appears in the Security Register;\n\n\n          (2) the Company  has paid or caused to be paid all other sums  payable\n     hereunder  by the Company  (including  all fees and expenses of the Trustee\n     required to be paid by the Company hereunder); and\n\n          (3) the Company has delivered to the Trustee an Officers'  Certificate\n     and an Opinion of  Counsel,  each  stating  that all  conditions  precedent\n     herein  provided for  relating to the  satisfaction  and  discharge of this\n     Indenture have been complied with.\n\nNotwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the\nobligations  of the Company to the Trustee under Section 607 and, if money shall\nhave been deposited with the Trustee  pursuant to subclause (B) of clause (1) of\nthis  Section,  the  obligations  of the Trustee  under Section 402 and the last\nparagraph of Section 1003 shall survive.\n\n\nSECTION 402.   Application of Trust Money.\n\n          Subject to the  provisions of the last  paragraph of Section 1003, all\nmoney deposited with the Trustee  pursuant to Section 401 shall be held in trust\nand applied by it, in accordance  with the provisions of the Securities and this\nIndenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent\n(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may\ndetermine,  to the Persons entitled thereto,  of the principal (and premium,  if\nany) and  interest  for whose  payment  such money has been  deposited  with the\nTrustee.\n\n\n\n                                  ARTICLE FIVE\n\n                                    Remedies\n\n\nSECTION 501.   Events of Default.\n\n          \"Event  of  Default\",  wherever  used  herein,  means  any  one of the\nfollowing  events  (whatever the reason for such Event of Default and whether it\nshall be  occasioned  by the  provisions  of Article  Twelve or 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):\n\n          (1) default in the payment of any interest  upon any Security  when it\n     becomes due and payable, and continuance of such default for a period of 30\n     days; or\n\n          ^\n default in the payment of the principal of\n     (or premium, if any, on) any Security at its Maturity;\n     or\n\n          (3) default in the performance, or breach, of the\n     provisions of Article Eight hereof; or\n\n          (4) default in the performance, or breach, of any covenant or warranty\n     of the Company  contained in Sections 1008 through 1016 of this  Indenture,\n     and  continuance  of such  default  or breach for a period of 30 days after\n     there has been given,  by registered  or certified  mail, to the Company by\n     the  Trustee or to the  Company  and the Trustee by the Holders of at least\n     25% in principal  amount of the  Outstanding  Securities  a written  notice\n     specifying  such  default or breach and  requiring  it to be  remedied  and\n     stating that such notice is a \"Notice of Default\" hereunder; or\n\n          (5) default in the performance, or breach, of any covenant or warranty\n     of the  Company in this  Indenture  (other  than a covenant  or  warranty a\n     default in whose  performance  or whose breach is elsewhere in this Section\n     specifically  dealt with),  and continuance of such default or breach for a\n     period of 45 days after there has been given,  by  registered  or certified\n     mail,  to the  Company by the  Trustee or to the Company and the Trustee by\n     the  Holders  of at  least  25% in  principal  amount  of  the  Outstanding\n     Securities a written notice specifying such default or breach and requiring\n     it to be  remedied  and  stating  that such notice is a \"Notice of Default\"\n     hereunder; or\n\n          (6) any acceleration of the maturity of Indebtedness of the Company or\n     any Significant  Subsidiary or any two or more  Subsidiaries of the Company\n     which,  if merged,  would be a  Significant  Subsidiary  having a principal\n     amount  outstanding  in excess  of  $5,000,000,  or a  failure  to pay such\n     Indebtedness  at its stated  maturity,  provided that such  acceleration or\n     failure  to pay is not cured  within 10 days  after  such  acceleration  or\n     failure to pay;\n\n          (7) the  entry by a court or  courts of  competent  jurisdiction  of a\n     final  judgment or final  judgments  for the  payment of money  against the\n     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of\n     the Company  which,  if merged,  would be a Significant  Subsidiary,  which\n     remain  undischarged  for a period  (during  which  execution  shall not be\n     effectively  stayed,  the posting of any required  bond not being deemed an\n     execution  for purposes  hereof) of 30 days after all rights to appeal have\n     been  exhausted,  provided that the aggregate  amount of all such judgments\n     exceeds $5,000,000; or\n\n          (8) the entry by a court having  jurisdiction in the premises of (A) a\n     decree or order for  relief in respect  of the  Company or any  Significant\n     Subsidiary or any two or more Subsidiaries of the Company which, if merged,\n     would be a Significant  Subsidiary,  in an  involuntary  case or proceeding\n     under   any   applicable   Federal   or   State   bankruptcy,   insolvency,\n     reorganization  or other similar law or (B) a decree or order adjudging the\n     Company or any  Significant  Subsidiary or any two or more  Subsidiaries of\n     the Company which, if merged, would be a Significant Subsidiary, a bankrupt\n     or  insolvent,   or  approving  as  properly   filed  a  petition   seeking\n     reorganization,  arrangement, adjustment or composition of or in respect of\n     the Company or any Significant  Subsidiary or any two or more  Subsidiaries\n     of the Company which, if merged, would be a Significant  Subsidiary,  under\n     any applicable  Federal or State law, or appointing a custodian,  receiver,\n     liquidator,  assignee,  trustee,  sequestrator or other similar official of\n     the Company or any Significant  Subsidiary or any two or more  Subsidiaries\n     of the Company which, if merged, would be a Significant  Subsidiary,  or of\n     any substantial part of their respective property,  or ordering the winding\n     up or  liquidation  of affairs,  and the  continuance of any such decree or\n     order for relief or any such other  decree or order  unstayed and in effect\n     for a period of 90 consecutive days; or\n\n          (9) the  commencement by the Company or any Significant  Subsidiary or\n     any two or more  Subsidiaries of the Company which,  if merged,  would be a\n     Significant  Subsidiary,  of a  voluntary  case  or  proceeding  under  any\n     applicable Federal or State bankruptcy, insolvency, reorganization or other\n     similar law or of any other case or proceeding to be adjudicated a bankrupt\n     or  insolvent,  or the consent to the entry of a decree or order for relief\n     in respect of the Company or any Significant  Subsidiary or any two or more\n     Subsidiaries  of the  Company  which,  if  merged,  would be a  Significant\n     Subsidiary,  in an  involuntary  case or  proceeding  under any  applicable\n     Federal or State  bankruptcy,  insolvency,  reorganization or other similar\n     law  or to the  commencement  of  any  bankruptcy  or  insolvency  case  or\n     proceeding  against  it, or the filing of a  petition  or answer or consent\n     seeking reorganization or relief under any applicable Federal or State law,\n     or the consent to the filing of such petition or to the  appointment  of or\n     taking possession by a custodian, receiver, liquidator,  assignee, trustee,\n     sequestrator  or other similar  official of the Company or any  Significant\n     Subsidiary or any two or more Subsidiaries of the Company which, if merged,\n     would be a  Significant  Subsidiary,  or of any  substantial  part of their\n     respective  property,  or the making of an  assignment  for the  benefit of\n     creditors,  or the admission in writing of inability to pay debts generally\n     as they become due, or the taking of corporate action by the Company or any\n     Significant  Subsidiary  or any two or  more  Subsidiaries  of the  Company\n     which, if merged, would be a Significant Subsidiary,  in furtherance of any\n     such action; or\n\n          (10) a default in the  payment of the  Repurchase  Price in respect of\n     any  Security  on the  Repurchase  Date  therefor  in  accordance  with the\n     provisions of Article Thirteen.\n\n\nSECTION 502.   Acceleration of Maturity; Rescission and\n               Annulment.\n\n          If an Event of Default occurs and is continuing,  then and in any such\ncase the Trustee or the Holders of not less than 25% in principal  amount of the\nOutstanding Securities may declare the principal of all the Securities to be due\nand  payable  immediately,  by a notice in  writing to the  Company  (and to the\nTrustee if given by Holders), and upon any such declaration such principal shall\nbecome immediately due and payable.\n\n          At any time after such a declaration of acceleration has been made and\nbefore a judgment  or decree for  payment of the money due has been  obtained by\nthe Trustee as hereinafter in this Article  provided,  the Holders of a majority\nin principal  amount of the  Outstanding  Securities,  by written  notice to the\nCompany  and the  Trustee,  may  rescind  and  annul  such  declaration  and its\nconsequences if\n\n          (1)  the Company has paid or deposited with the\n     Trustee a sum sufficient to pay\n\n               (A)  all overdue interest on all Securities,\n\n               (B) the  principal of (and  premium,  if any, on) any  Securities\n          which  have  become  due  otherwise   than  by  such   declaration  of\n          acceleration and interest thereon at the rate borne by the Securities,\n\n               (C) to the  extent  that  payment  of such  interest  is  lawful,\n          interest  upon overdue  interest at the rate borne by the  Securities,\n          and\n\n               (D) all sums paid or advanced by the  Trustee  hereunder  and the\n          reasonable compensation,  expenses,  disbursements and advances of the\n          Trustee, its agents and counsel;\n\n     and\n\n          (2) all Events of Default, other than the non-payment of the principal\n     of  Securities  which  have  become  due  solely  by  such  declaration  of\n     acceleration, have been cured or waived as provided in Section 513.\n\nNo such  rescission  shall  affect  any  subsequent  default or impair any right\nconsequent thereon.\n\n\nSECTION 503.   Collection of Indebtedness and Suits for\n               Enforcement by Trustee.\n\n          The Company covenants that if\n\n          (1)  default is made in the payment of any  interest  on any  Security\n     when such interest becomes due and payable and such default continues for a\n     period of 30 days, or\n\n          (2)  default is made in the payment of the\n     principal of (or premium, if any, on) any Security at\n     the Maturity thereof,\n\nthe Company will, upon demand of the Trustee,  pay to it, for the benefit of the\nHolders  of such  Securities,  the whole  amount  then due and  payable  on such\nSecurities for principal (and premium, if any) and interest,  and, to the extent\nthat  payment of such  interest  shall be legally  enforceable,  interest on any\noverdue principal (and premium, if any) and on any overdue interest, at the rate\nborne by the Securities,  and, in addition thereto, such further amount as shall\nbe  sufficient  to cover the costs and  expenses of  collection,  including  the\nreasonable  compensation,  expenses,  disbursements and advances of the Trustee,\nits agents and counsel.\n\n          If an Event of Default  occurs and is  continuing,  the Trustee may in\nits  discretion  proceed to protect and enforce its rights and the rights of the\nHolders by such appropriate  judicial proceedings as the Trustee shall deem most\neffectual  to protect  and  enforce any such  rights,  whether for the  specific\nenforcement  of any  covenant or  agreement  in this  Indenture or in aid of the\nexercise of any power granted herein, or to enforce any other proper remedy.\n\n\nSECTION 504.   Trustee May File Proofs of Claim.\n\n          In case of any  judicial  proceeding  relative  to the Company (or any\nother obligor upon the Securities),  its property or its creditors,  the Trustee\nshall be entitled and empowered,  by  intervention  in such proceeding by filing\nproofs of claim or otherwise,  to take any and all actions  authorized under the\nTrust  Indenture  Act in order to have  claims of the  Holders  and the  Trustee\nallowed in any such proceeding.  In particular,  the Trustee shall be authorized\nto collect and receive any moneys or other  property  payable or  deliverable on\nany such  claims  and to  distribute  the  same;  and any  custodian,  receiver,\nassignee,  trustee,  liquidator,  sequestrator or other similar  official in any\nsuch  judicial  proceeding  is  hereby  authorized  by each  Holder to make such\npayments to the Trustee and, in the event that the Trustee  shall consent to the\nmaking of such  payments  directly  to the  Holders,  to pay to the  Trustee any\namount  due it for the  reasonable  compensation,  expenses,  disbursements  and\nadvances of the Trustee,  its agents and counsel,  and any other amounts due the\nTrustee under Section 607.\n\n          No  provision  of this  Indenture  shall be  deemed to  authorize  the\nTrustee  to  authorize  or consent to or accept or adopt on behalf of any Holder\nany plan of reorganization, arrangement, adjustment or composition affecting the\nSecurities  or the rights of any Holder  thereof or to authorize  the Trustee to\nvote in respect of the claim of any Holder in any such proceeding.\n\n\nSECTION 505.   Trustee May Enforce Claims Without Possession of\n               Securities.\n\n          All rights of action and claims under this Indenture or the Securities\nmay be prosecuted  and enforced by the Trustee  without the possession of any of\nthe Securities or the production thereof in any proceeding relating thereto, and\nany such  proceeding  instituted by the Trustee shall be brought in its own name\nas trustee of an express  trust,  and any  recovery  of  judgment  shall,  after\nprovision   for  the   payment  of  the   reasonable   compensation,   expenses,\ndisbursements  and advances of the Trustee,  its agents and counsel,  be for the\nratable  benefit  of the  Holders  of the  Securities  in  respect of which such\njudgment has been recovered.\n\n\nSECTION 506.   Application of Money Collected.\n\n          Subject to Article Twelve, any money collected by the Trustee pursuant\nto this Article  shall be applied in the following  order,  at the date or dates\nfixed by the Trustee and, in case of the  distribution  of such money on account\nof  principal  (or  premium,  if  any) or  interest,  upon  presentation  of the\nSecurities  and the notation  thereon of the payment if only  partially paid and\nupon surrender thereof if fully paid:\n\n          FIRST:    To the payment of all amounts due the\n     Trustee under Section 607;\n\n          SECOND:  To the  payment  of the  amounts  then  due  and  unpaid  for\n     principal  of (and  premium,  if any) and  interest  on the  Securities  in\n     respect of which or for the benefit of which such money has been collected,\n     ratably,  without  preference  or  priority of any kind,  according  to the\n     amounts due and payable on such  Securities for principal (and premium,  if\n     any) and interest, respectively; and\n\n          THIRD:  The balance, if any, to the Company or any\n     other Person or Persons determined to be entitled thereto.\n\n\nSECTION 507.   Limitation on Suits.\n\n          No Holder  of any  Security  shall  have any  right to  institute  any\nproceeding,  judicial or otherwise,  with respect to this Indenture,  or for the\nappointment of a receiver or trustee, or for any other remedy hereunder, unless\n\n          (1)  such Holder has previously given written\n     notice to the Trustee of a continuing Event of\n     Default;\n\n          (2) the  Holders  of not less  than  25% in  principal  amount  of the\n     Outstanding  Securities  shall have made written  request to the Trustee to\n     institute  proceedings  in respect of such Event of Default in its own name\n     as Trustee hereunder;\n\n          (3) such  Holder or Holders  have  offered to the  Trustee  reasonable\n     indemnity  against the costs,  expenses and  liabilities  to be incurred in\n     compliance with such request;\n\n          (4) the Trustee for 60 days after its receipt of such notice,  request\n     and offer of indemnity has failed to institute any such proceeding; and\n\n          (5) no direction inconsistent with such written request has been given\n     to the Trustee  during  such 60-day  period by the Holders of a majority in\n     principal amount of the Outstanding Securities;\n\nit being  understood  and intended  that no one or more  Holders  shall have any\nright in any manner  whatever by virtue of, or by availing of, any  provision of\nthis Indenture to affect,  disturb or prejudice the rights of any other Holders,\nor to obtain or to seek to obtain  priority or preference over any other Holders\nor to enforce  any right  under  this  Indenture,  except in the  manner  herein\nprovided and for the equal and ratable benefit of all the Holders.\n\n\nSECTION 508.   Unconditional Right of Holders to Receive\n               Principal, Premium and Interest.\n\n          Notwithstanding  any other provision in this Indenture,  the Holder of\nany  Security  shall have the right,  which is absolute  and  unconditional,  to\nreceive  payment of the  principal  of (and  premium,  if any) and  (subject  to\nSection  307)  interest on such  Security on the  respective  Stated  Maturities\nexpressed in such Security  (or, in the case of  redemption,  on the  Redemption\nDate or,  in the case of a  repurchase  pursuant  to  Article  Thirteen,  on the\nRepurchase  Date) and to institute suit for the enforcement of any such payment,\nand such rights shall not be impaired without the consent of such Holder.\n\n\nSECTION 509.   Restoration of Rights and Remedies.\n\n          If the Trustee or any Holder has  instituted any proceeding to enforce\nany  right  or  remedy  under  this  Indenture  and  such  proceeding  has  been\ndiscontinued or abandoned for any reason,  or has been  determined  adversely to\nthe  Trustee or to such  Holder,  then and in every  such  case,  subject to any\ndetermination in such proceeding, the Company, the Trustee and the Holders shall\nbe restored  severally and respectively to their former positions  hereunder and\nthereafter all rights and remedies of the Trustee and the Holders shall continue\nas though no such proceeding had been instituted.\n\n\nSECTION 510.   Rights and Remedies Cumulative.\n\n          Except as  otherwise  provided  with  respect  to the  replacement  or\npayment of mutilated, destroyed, lost or stolen Securities in the last paragraph\nof Section  306,  no right or remedy  herein  conferred  upon or reserved to the\nTrustee or to the  Holders is  intended  to be  exclusive  of any other right or\nremedy,  and every right and remedy  shall,  to the extent  permitted by law, be\ncumulative  and in addition to every other right and remedy  given  hereunder or\nnow or hereafter  existing at law or in equity or  otherwise.  The  assertion or\nemployment of any right or remedy hereunder, or otherwise, shall not prevent the\nconcurrent assertion or employment of any other appropriate right or remedy.\n\n\nSECTION 511.   Delay or Omission Not Waiver.\n\n          No delay or omission  of the Trustee or of any Holder of any  Security\nto exercise any right or remedy  accruing upon any Event of Default shall impair\nany such right or remedy or  constitute a waiver of any such Event of Default or\nan acquiescence therein.  Every right and remedy given by this Article or by law\nto the  Trustee or to the  Holders may be  exercised  from time to time,  and as\noften as may be deemed expedient,  by the Trustee or by the Holders, as the case\nmay be.\n\n\nSECTION 512.   Control by Holders.\n\n          The  Holders  of a majority  in  principal  amount of the  Outstanding\nSecurities  shall  have the  right to  direct  the  time,  method  and  place of\nconducting any proceeding for any remedy  available to the Trustee or exercising\nany trust or power conferred on the Trustee, provided that\n\n          (1)  such direction shall not be in conflict with\n     any rule of law or with this Indenture, and\n\n          (2) the Trustee may take any other action deemed proper by the Trustee\n     which is not inconsistent with such direction.\n\n\nSECTION 513.   Waiver of Past Defaults.\n\n          The  Holders of not less than a majority  in  principal  amount of the\nOutstanding  Securities may on behalf of the Holders of all the Securities waive\nany past default hereunder and its consequences, except a default\n\n          (1)  in the payment of the principal of (or\n     premium, if any) or interest on any Security, or\n\n          (2) in respect of a covenant or provision  hereof which under  Article\n     Nine  cannot be  modified  or amended  without the consent of the Holder of\n     each Outstanding Security affected.\n\n          Upon any such waiver, such default shall cease to exist, and any Event\nof  Default  arising  therefrom  shall be deemed to have been  cured,  for every\npurpose of this Indenture;  but no such waiver shall extend to any subsequent or\nother default or impair any right consequent thereon.\n\n\nSECTION 514.   Undertaking for Costs.\n\n          In any suit for the  enforcement  of any  right or remedy  under  this\nIndenture,  or in any suit against the Trustee for any action taken, suffered or\nomitted by it as Trustee, a court may require any party litigant in such suit to\nfile an  undertaking to pay the costs of such suit, and may assess costs against\nany such party  litigant,  in the manner and to the extent provided in the Trust\nIndenture Act;  provided,  that neither this Section nor the Trust Indenture Act\nshall be deemed to authorize any court to require such an undertaking or to make\nsuch an assessment in any suit instituted by the Company.\n\n\nSECTION 515.   Waiver of Stay or Extension Laws.\n\n          The Company  covenants (to the extent that it may lawfully do so) that\nit will not at any time insist upon, or plead, or in any manner whatsoever claim\nor take the benefit or advantage of, any stay or extension law wherever enacted,\nnow or at any time  hereafter  in force,  which may affect the  covenants or the\nperformance  of this  Indenture;  and the  Company  (to the  extent  that it may\nlawfully do so) hereby expressly waives all benefit or advantage of any such law\nand  covenants  that it will not hinder,  delay or impede the  execution  of any\npower herein granted to the Trustee, but will suffer and permit the execution of\nevery such power as though no such law had been enacted.\n\n\n\n                                  ARTICLE SIX\n\n                                  The Trustee\n\n\nSECTION 601.   Certain Duties and Responsibilities.\n\n          The duties and responsibilities of the Trustee shall be as provided by\nthe Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this\nIndenture shall require the Trustee to expend or risk its own funds or otherwise\nincur any financial liability in the performance of any of its duties hereunder,\nor in the exercise of any of its rights or powers,  if it shall have  reasonable\ngrounds for believing that repayment of such funds or adequate indemnity against\nsuch risk or liability is not  reasonably  assured to it. Whether or not therein\nexpressly so provided, every provision of this Indenture relating to the conduct\nor affecting  the  liability of or affording  protection to the Trustee shall be\nsubject to the provisions of this Section.\n\n\nSECTION 602.   Notice of Defaults.\n\n          The  Trustee  shall give the Holders  notice of any default  hereunder\nknown to the Trustee as and to the extent  provided by the Trust  Indenture Act;\nprovided, however, that in the case of any default of the character specified in\nSection 501(5),  no such notice to Holders shall be given until at least 45 days\nafter  the  occurrence  thereof.  For the  purpose  of this  Section,  the  term\n\"default\"  means  any event  which is, or after  notice or lapse of time or both\nwould become, an Event of Default.\n\n\nSECTION 603.   Certain Rights of Trustee.\n\n          Subject to the provisions of Section 601:\n\n          (1) the  Trustee  may  rely  and  shall  be  protected  in  acting  or\n     refraining  from  acting  upon  any  resolution,   certificate,  statement,\n     instrument,  opinion, report, notice, request,  direction,  consent, order,\n     bond,  debenture,  note,  other evidence of  indebtedness or other paper or\n     document  believed by it to be genuine and to have been signed or presented\n     by the proper party or parties;\n\n          (2) any request or direction of the Company  mentioned herein shall be\n     sufficiently  evidenced  by a  Company  Request  or  Company  Order and any\n     resolution  of the Board of Directors  may be  sufficiently  evidenced by a\n     Board Resolution;\n\n          (3) whenever in the administration of this Indenture the Trustee shall\n     deem it desirable that a matter be proved or  established  prior to taking,\n     suffering  or omitting  any action  hereunder,  the Trustee  (unless  other\n     evidence  be herein  specifically  prescribed)  may,  in the absence of bad\n     faith on its part, rely upon an Officers' Certificate;\n\n          (4) the  Trustee may consult  with  counsel and the written  advice of\n     such  counsel  or any  Opinion  of  Counsel  shall  be  full  and  complete\n     authorization  and  protection in respect of any action taken,  suffered or\n     omitted by it hereunder in good faith and in reliance thereon;\n\n          (5) the Trustee  shall be under no  obligation  to exercise any of the\n     rights or powers vested in it by this Indenture at the request or direction\n     of any of the Holders pursuant to this Indenture, unless such Holders shall\n     have offered to the Trustee  reasonable  security or indemnity  against the\n     costs, expenses and liabilities which might be incurred by it in compliance\n     with such request or direction;\n\n          (6) the Trustee shall not be bound to make any investigation  into the\n     facts  or  matters  stated  in  any  resolution,   certificate,  statement,\n     instrument,  opinion, report, notice, request,  direction,  consent, order,\n     bond,  debenture,  note,  other evidence of  indebtedness or other paper or\n     document, but the Trustee, in its discretion, may make such further inquiry\n     or investigation  into such facts or matters as it may see fit, and, if the\n     Trustee shall determine to make such further inquiry or  investigation,  it\n     shall be  entitled  to  examine  the books,  records  and  premises  of the\n     Company, personally or by agent or attorney; and\n\n          (7) the Trustee may execute any of the trusts or powers  hereunder  or\n     perform any duties  hereunder  either  directly or by or through  agents or\n     attorneys and the Trustee shall not be  responsible  for any  misconduct or\n     negligence on the part of any agent or attorney  appointed with due care by\n     it hereunder.\n\n\nSECTION 604.   Not Responsible for Recitals or Issuance of\n               Securities.\n\n          The  recitals  contained  herein  and in the  Securities,  except  the\nTrustee's  certificates of  authentication,  shall be taken as the statements of\nthe Company,  and the Trustee assumes no responsibility  for their  correctness.\nThe Trustee makes no  representations  as to the validity or sufficiency of this\nIndenture,  the  Securities or any  registration  statement or other  disclosure\ndocument  prepared  in  connection  with the  same.  The  Trustee  shall  not be\naccountable  for the use or  application  by the  Company of  Securities  or the\nproceeds thereof.\n\n\nSECTION 605.   May Hold Securities.\n\n          The  Trustee,   any  Paying  Agent,   any  Security   Registrar,   any\nAuthenticating Agent or any other agent of the Company, in its individual or any\nother capacity,  may become the owner or pledgee of Securities  and,  subject to\nSections 608 and 613, may  otherwise  deal with the Company with the same rights\nit  would  have  if it were  not  Trustee,  Paying  Agent,  Security  Registrar,\nAuthenticating Agent or such other agent.\n\n\nSECTION 606.   Money Held in Trust.\n\n          Money held by the Trustee in trust  hereunder  need not be  segregated\nfrom other  funds  except to the extent  required by law.  The Trustee  shall be\nunder no liability for interest on any money received by it hereunder  except as\notherwise agreed with the Company.\n\n\nSECTION 607.   Compensation and Reimbursement.\n\n          The Company agrees\n\n          (1) to pay to the Trustee  from time to time  reasonable  compensation\n     for all services rendered by it hereunder (which  compensation shall not be\n     limited by any provision of law in regard to the  compensation of a trustee\n     of an express trust);\n\n          (2) except as otherwise  expressly  provided herein,  to reimburse the\n     Trustee and each predecessor  Trustee, as the case may be, upon its request\n     for all reasonable expenses, disbursements and advances incurred or made by\n     the  Trustee  or any such  predecessor  Trustee,  as the  case  may be,  in\n     accordance  with any provision of this Indenture  (including the reasonable\n     compensation  and the expenses and  disbursements of its agents and counsel\n     and other  persons not regularly in its employ and the  reasonable  fees of\n     in-house  counsel in the regular  employ of the Trustee which are allocable\n     to this trust and the expenses and  disbursements of such counsel),  except\n     any such expense,  disbursement  or advance as may be  attributable  to its\n     negligence or bad faith; and\n\n\n          (3) to  indemnify  the  Trustee and each  predecessor  Trustee and the\n     officers,  directors,  employees  and  agents  of the  Trustee  or any such\n     predecessor  Trustee  (the  Trustee,  each  predecessor  Trustee  and  such\n     officers, directors,  employees and agents being hereinafter referred to in\n     this Section collectively as the \"Indemnified  Parties\" and individually as\n     an \"Indemnified  Party\") for, and to hold each  Indemnified  Party harmless\n     against, any loss, liability, tax, assessment, or other governmental charge\n     (other than taxes  applicable to the Trustee's  compensation  hereunder) or\n     expenses  incurred  without  negligence  or bad  faith  on the part of such\n     Indemnified  Party,  arising out of or in connection with the acceptance or\n     administration  of the Indenture or the trusts  hereunder and the duties of\n     the Trustee hereunder, including enforcement of this Section.\n\n\n     To secure the  Company's  payment  obligations  in this  Section  607,  the\nTrustee shall have a lien prior to the  Securities on all money or property held\nor  collected by the  Trustee,  except that held in trust to pay the  principal,\npremium, if any, interest, Redemption Price or Repurchase Price, as the case may\nbe, on Securities.\n\n\n          The Company's payment  obligations  pursuant to this Section 607 shall\nsurvive the discharge of this  Indenture.  When the Trustee incurs  expenses and\nprovides  services  after the  occurrence  of an Event of Default  specified  in\nSection  501(8) or (9), the expenses and  compensation  for the services will be\nintended to constitute  expenses of administration  under Title 11 of the United\nStates  Bankruptcy  Code or any other  applicable  federal  or state law for the\nrelief of debtors.\n\n\nSECTION 608.   Disqualification; Conflicting Interests.\n\n          If the Trustee has or shall acquire a conflicting  interest within the\nmeaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such\ninterest or resign,  to the extent and in the manner provided by, and subject to\nthe provisions of, the Trust Indenture Act and this Indenture.\n\n\nSECTION 609.   Corporate Trustee Required; Eligibility.\n\n          There  shall at all  times be a  Trustee  hereunder  which  shall be a\nPerson that is eligible  pursuant to the Trust  Indenture Act to act as such and\neither (a) has a combined capital and surplus of at least  $50,000,000 or (b) is\na wholly owned  subsidiary of a parent that is a bank, a trust company or a bank\nholding  company having a combined  capital and surplus of at least  $50,000,000\nand such wholly owned subsidiary's  obligations as a Trustee hereunder are fully\nand unconditionally  guaranteed by such parent. If such Person publishes reports\nof  condition  at least  annually,  pursuant  to law or to the  requirements  of\napplicable  supervising  or examining  authority,  then for the purposes of this\nSection,  the combined  capital and surplus of such Person shall be deemed to be\nits  combined  capital  and  surplus as set forth in its most  recent  report of\ncondition so published. If at any time the Trustee shall cease to be eligible in\naccordance with the provisions of this Section,  it shall resign  immediately in\nthe manner and with the effect hereinafter specified in this Article.\n\n\nSECTION 610.   Resignation and Removal; Appointment of\n               Successor.\n\n          (a) No  resignation  or removal of the Trustee and no appointment of a\nsuccessor  Trustee  pursuant to this Article  shall become  effective  until the\nacceptance of appointment by the successor Trustee under Section 611.\n\n          (b) The  Trustee  may  resign  at any time by  giving  written  notice\nthereof to the Company.  If an instrument  of acceptance by a successor  Trustee\nshall not have been  delivered to the Trustee within 30 days after the giving of\nsuch notice of  resignation,  the  resigning  Trustee may  petition any court of\ncompetent jurisdiction for the appointment of a successor Trustee.\n\n          (c) The  Trustee may be removed at any time by Act of the Holders of a\nmajority in principal  amount of the  Outstanding  Securities,  delivered to the\nTrustee and to the Company.\n\n          (d)  If at any time:\n\n          (1) the Trustee  shall fail to comply with  Section 608 after  written\n     request  therefor  by the Company or by any Holder who has been a bona fide\n     Holder of a Security for at least six months, or\n\n          (2) the Trustee shall cease to be eligible under Section 609 and shall\n     fail to resign after written request therefor by the Company or by any such\n     Holder, or\n\n          (3) the Trustee shall become  incapable of acting or shall be adjudged\n     a bankrupt or  insolvent  or a receiver  of the Trustee or of its  property\n     shall be  appointed or any public  officer  shall take charge or control of\n     the   Trustee  or  of  its   property   or  affairs   for  the  purpose  of\n     rehabilitation, conservation or liquidation,\n\nthen,  in any such case,  (i) the Company by a Board  Resolution  may remove the\nTrustee,  or (ii)  subject to Section  514,  any Holder who has been a bona fide\nHolder of a Security  for at least six months  may, on behalf of himself and all\nothers similarly situated,  petition any court of competent jurisdiction for the\nremoval of the Trustee and the appointment of a successor Trustee.\n\n          (e) If the Trustee  shall  resign,  be removed or become  incapable of\nacting,  or if a vacancy shall occur in the office of Trustee for any cause, the\nCompany, by a Board Resolution,  shall promptly appoint a successor Trustee. If,\nwithin  90  days  after  such  resignation,  removal  or  incapability,  or  the\noccurrence of such vacancy, a successor Trustee shall be appointed by Act of the\nHolders  of a  majority  in  principal  amount  of  the  Outstanding  Securities\ndelivered  to the Company and the retiring  Trustee,  the  successor  Trustee so\nappointed shall,  forthwith upon its acceptance of such appointment,  become the\nsuccessor  Trustee and supersede the successor Trustee appointed by the Company.\nIf no  successor  Trustee  shall have been so  appointed  by the  Company or the\nHolders and accepted appointment in the manner hereinafter provided,  any Holder\nwho has been a bona fide  Holder of a Security  for at least six months  may, on\nbehalf of  himself  and all others  similarly  situated,  petition  any court of\ncompetent jurisdiction for the appointment of a successor Trustee.\n\n          (f) The Company shall give notice of each resignation and each removal\nof the Trustee and each appointment of a successor Trustee to all Holders in the\nmanner  provided  in Section  106.  Each  notice  shall  include the name of the\nsuccessor Trustee and the address of its Corporate Trust Office.\n\n\nSECTION 611.   Acceptance of Appointment by Successor.\n\n          Every successor Trustee appointed hereunder shall execute, acknowledge\nand deliver to the Company and to the retiring  Trustee an instrument  accepting\nsuch  appointment,  and  thereupon  the  resignation  or removal of the retiring\nTrustee shall become effective and such successor  Trustee,  without any further\nact, deed or conveyance, shall become vested with all the rights, powers, trusts\nand duties of the  retiring  Trustee;  but,  on  request  of the  Company or the\nsuccessor  Trustee,  such retiring  Trustee shall,  upon payment of its charges,\nexecute and deliver an instrument transferring to such successor Trustee all the\nrights,  powers  and  trusts of the  retiring  Trustee  and shall  duly  assign,\ntransfer  and deliver to such  successor  Trustee all property and money held by\nsuch retiring Trustee hereunder. Upon request of any such successor Trustee, the\nCompany  shall  execute  any and all  instruments  for more fully and  certainly\nvesting in and confirming to such successor Trustee all such rights,  powers and\ntrusts.\n\n          No successor  Trustee shall accept its appointment  unless at the time\nof such acceptance such successor  Trustee shall be qualified and eligible under\nthis Article.\n\n\nSECTION 612.   Merger, Conversion, Consolidation or Succession\n               to Business.\n\n          Any  corporation  into which the Trustee may be merged or converted or\nwith which it may be consolidated, or any corporation resulting from any merger,\nconversion  or  consolidation  to which  the  Trustee  shall be a party,  or any\ncorporation  succeeding to all or substantially all the corporate trust business\nof the Trustee,  shall be the successor of the Trustee hereunder,  provided such\ncorporation  shall be  otherwise  qualified  and  eligible  under this  Article,\nwithout the  execution  or filing of any paper or any further act on the part of\nany of the parties hereto. In case any Securities shall have been authenticated,\nbut not  delivered,  by the Trustee  then in office,  any  successor  by merger,\nconversion  or  consolidation  to such  authenticating  Trustee  may adopt  such\nauthentication  and deliver the Securities so authenticated with the same effect\nas if such successor Trustee had itself authenticated such Securities.\n\n\nSECTION 613.   Preferential Collection of Claims Against\n               Company.\n\n          If and when the  Trustee  shall be or become a creditor of the Company\n(or any other obligor upon the Securities),  the Trustee shall be subject to the\nprovisions of the Trust Indenture Act regarding the collection of claims against\nthe Company (or any such other obligor).\n\n\nSECTION 614.   Appointment of Authenticating Agent.\n\n          The Trustee may appoint an Authenticating  Agent or Agents which shall\nbe authorized to act on behalf of the Trustee to authenticate  Securities issued\nupon  original  issue  and upon  exchange,  registration  of  transfer,  partial\nredemption,  partial  repurchase  or pursuant to Section 306, and  Securities so\nauthenticated  shall be entitled to the benefits of this  Indenture and shall be\nvalid  and  obligatory  for all  purposes  as if  authenticated  by the  Trustee\nhereunder.  Whenever  reference is made in this Indenture to the  authentication\nand  delivery of  Securities  by the  Trustee or the  Trustee's  certificate  of\nauthentication,  such references shall be deemed to include  authentication  and\ndelivery on behalf of the Trustee by an  Authenticating  Agent and a certificate\nof authentication  executed on behalf of the Trustee by an Authenticating Agent.\nEach  Authenticating  Agent shall be  acceptable to the Company and shall at all\ntimes be a corporation organized and doing business under the laws of the United\nStates of America,  any State  thereof or the District of  Columbia,  authorized\nunder such laws to act as  Authenticating  Agent,  having a combined capital and\nsurplus of not less than  $50,000,000  and subject to supervision or examination\nby Federal or State authority. If such Authenticating Agent publishes reports of\ncondition  at least  annually,  pursuant to law or to the  requirements  of said\nsupervising or examining  authority,  then for the purposes of this Section, the\ncombined capital and surplus of such Authenticating  Agent shall be deemed to be\nits  combined  capital  and  surplus as set forth in its most  recent  report of\ncondition so published. If at any time an Authenticating Agent shall cease to be\neligible in accordance with the provisions of this Section,  such Authenticating\nAgent shall resign  immediately  in the manner and with the effect  specified in\nthis Section.\n\n          Any  Person  into  which an  Authenticating  Agent  may be  merged  or\nconverted or with which it may be  consolidated,  or any  corporation  resulting\nfrom any merger,  conversion or consolidation to which such Authenticating Agent\nshall be a party,  or any  corporation  succeeding  to the  corporate  agency or\ncorporate  trust business of an  Authenticating  Agent,  shall continue to be an\nAuthenticating  Agent,  provided such Person shall be otherwise  eligible  under\nthis Section, without the execution or filing of any paper or any further act on\nthe part of the Trustee or the Authenticating Agent.\n\n          An  Authenticating  Agent may  resign  at any time by  giving  written\nnotice  thereof to the Trustee and to the  Company.  The Trustee may at any time\nterminate the agency of an Authenticating Agent by giving written notice thereof\nto such Authenticating Agent and to the Company. Upon receiving such a notice of\nresignation  or  upon  such  a  termination,   or  in  case  at  any  time  such\nAuthenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the\nprovisions of this Section,  the Trustee may appoint a successor  Authenticating\nAgent  which  shall be  acceptable  to the Company and shall give notice of such\nappointment to all Holders in the manner  provided in Section 106. Any successor\nAuthenticating  Agent upon acceptance of its appointment  hereunder shall become\nvested with all the rights, powers and duties of its predecessor hereunder, with\nlike effect as if  originally  named as an  Authenticating  Agent.  No successor\nAuthenticating  Agent shall be appointed unless eligible under the provisions of\nthis Section.\n\n          The Company  agrees to pay to each  Authenticating  Agent from time to\ntime reasonable compensation for its services under this Section.\n\n          If an appointment is made pursuant to this Section, the Securities may\nhave   endorsed   thereon,   in  addition  to  the  Trustee's   certificate   of\nauthentication,  an alternative  certificate of  authentication in the following\nform:\n\n          This  is one  of  the  Securities  described  in the  within-mentioned\nIndenture.\n\n\n\n                                   ----------------------------,\n                                                                      As Trustee\n\n\n\n                                                   By__________________________,\n                                                         As Authenticating Agent\n\n\n\n                                                   By___________________________\n                                                            Authorized Signatory\n\n\n\n                                 ARTICLE SEVEN\n\n        Holders' Lists and Reports by Trustee and Company\n\n\nSECTION 701.   Company to Furnish Trustee Names and Addresses of\n               Holders.\n\n     The Company will furnish or cause to be furnished to the\nTrustee\n\n          (a)  semiannually,  not more than 15 days  after each  Regular  Record\n     Date, a list, in such form as the Trustee may  reasonably  require,  of the\n     names and addresses of the Holders as of such Regular Record Date, and\n\n          (b) at such other times as the Trustee may request in writing,  within\n     30 days after the  receipt by the  Company of any such  request,  a list of\n     similar  form and  content  as of a date not more than 15 days prior to the\n     time such list is furnished;\n\nexcluding from any such list names and addresses  received by the Trustee in its\ncapacity as Security Registrar.\n\n\nSECTION 702.   Preservation of Information; Communications to\n               Holders.\n\n          (a) The Trustee shall preserve,  in as current a form as is reasonably\npracticable,  the names and  addresses  of Holders  contained in the most recent\nlist  furnished  to the  Trustee as  provided  in Section  701 and the names and\naddresses  of Holders  received  by the  Trustee  in its  capacity  as  Security\nRegistrar.  The  Trustee may  destroy  any list  furnished  to it as provided in\nSection 701 upon receipt of a new list so furnished.\n\n          (b) The rights of  Holders to  communicate  with  other  Holders  with\nrespect to their rights under this  Indenture or under the  Securities,  and the\ncorresponding  rights and duties of the  Trustee,  shall be as  provided  by the\nTrust Indenture Act.\n\n          (c) Every Holder of  Securities,  by  receiving  and holding the same,\nagrees with the Company and the Trustee that neither the Company nor the Trustee\nnor any  agent of  either  of them  shall be held  accountable  by reason of any\ndisclosure of  information as to names and addresses of Holders made pursuant to\nthe Trust Indenture Act.\n\n\nSECTION 703.   Reports by Trustee.\n\n          (a) The Trustee shall transmit to Holders such reports  concerning the\nTrustee and its actions under this Indenture as may be required  pursuant to the\nTrust Indenture Act at the times and in the manner provided pursuant thereto.\n\n          (b) A copy of each such report shall, at the time of such transmission\nto Holders,  be filed by the  Trustee  with each stock  exchange  upon which the\nSecurities are listed,  with the  Commission  and with the Company.  The Company\nwill notify the Trustee when the Securities are listed on any stock exchange.\n\n\nSECTION 704.   Reports by Company.\n\n          The  Company  shall  file with the  Trustee  and the  Commission,  and\ntransmit to Holders,  such  information,  documents and other reports,  and such\nsummaries thereof, as may be required pursuant to the Trust Indenture Act at the\ntimes and in the manner  provided  pursuant to such Act;  provided that any such\ninformation,  documents  or reports  required  to be filed  with the  Commission\npursuant  to  Section  13 or 15(d) of the  Exchange  Act shall be filed with the\nTrustee  within  15 days  after  the same is so  required  to be filed  with the\nCommission.\n\n\n\n                                 ARTICLE EIGHT\n\n     Consolidation, Merger, Conveyance, Transfer or Lease\n\n\nSECTION 801.   Limitations on Mergers, Consolidations and Asset\n               Transfers.\n\n     The Company shall not  consolidate  or merge with or into, or sell,  lease,\nconvey or otherwise dispose of all or substantially all of its assets, or assign\nany of its  obligations  under the Securities or this  Indenture,  to any Person\nunless:\n\n\n          (1) the Person formed by or surviving such consolidation or merger (if\n     other than the Company), or to which such sale, lease,  conveyance or other\n     disposition  or assignment  shall be made,  is a corporation  organized and\n     existing  under the laws of the United  States or any State  thereof or the\n     District of Columbia,  and such Person assumes by supplemental indenture in\n     a form  satisfactory  to the Trustee all of the  obligations of the Company\n     under the Securities and this Indenture;\n\n          (2) immediately after giving effect to such transaction, no Default or\n     Event of Default shall have occurred and be continuing;\n\n          (3) immediately after giving effect to such transaction and the use of\n     any net proceeds therefrom on a pro forma basis, the Consolidated Net Worth\n     of the Company would be at least equal to the Consolidated Net Worth of the\n     Company immediately prior to such transaction;\n\n\n          (4) the EBITDA Coverage Ratio of the Company  immediately after giving\n     effect to such  transaction,  would, on a pro forma basis, be such that the\n     Company would be entitled to incur at least $1 of  additional  Indebtedness\n     under the restriction set forth in the first sentence of Section 1008; and\n\n          (5) the  Company  shall have  delivered  to the  Trustee an  Officers'\n     Certificate   and  an  Opinion  of   Counsel,   each   stating   that  such\n     consolidation,  merger or transfer and such supplemental indenture (if any)\n     comply with this Article and that all conditions  precedent herein provided\n     for relating to such transaction have been satisfied.\n\n\nSECTION 802.   Successor Substituted.\n\n          Upon any  consolidation  of the Company with, or merger of the Company\ninto, any other Person or any sale,  lease,  conveyance or other  disposition or\nassignment  of  all  or  substantially  all of the  assets  of  the  Company  in\naccordance with Section 801, the successor  Person formed by such  consolidation\nor into which the Company is merged or to which such sale, lease,  conveyance or\nother  disposition  or assignment  is made shall succeed to, and be  substituted\nfor, and may exercise every right and power of, the Company under this Indenture\nwith the same effect as if such  successor  Person had been named as the Company\nherein,  and thereafter,  except in the case of a lease, the predecessor  Person\nshall be relieved of all  obligations and covenants under this Indenture and the\nSecurities.\n\n\n\n                                  ARTICLE NINE\n\n                            Supplemental Indentures\n\n\nSECTION 901.   Supplemental Indentures Without Consent of\n               Holders.\n\n          Without the consent of any Holders, the Company,  when authorized by a\nBoard Resolution,  and the Trustee, at any time and from time to time, may enter\ninto one or more indentures  supplemental  hereto,  in form  satisfactory to the\nTrustee, for any of the following purposes:\n\n          (1)  to evidence the succession of another Person\n     to the Company and the assumption by any such\n     successor of the covenants of the Company herein and\n     in the Securities; or\n\n          (2)  to add to the covenants of the Company for\n     the benefit of the Holders, or to surrender any right\n     or power herein conferred upon the Company; or\n\n          (3)  to secure the Securities; or\n\n          (4)  to  evidence  and  provide  for  the  acceptance  of  appointment\n     hereunder by a successor  Trustee with respect to the Securities and to add\n     to or change any of the  provisions of this Indenture as shall be necessary\n     to provide for or facilitate the  administration of the trusts hereunder by\n     more than one Trustee; or\n\n          (5)  to add any additional Events of Default; or\n\n          (6) to cure any  ambiguity,  to correct or  supplement  any  provision\n     herein which may be  inconsistent  with any other provision  herein,  or to\n     make any other  provisions  with  respect to matters or  questions  arising\n     under this Indenture which shall not be inconsistent with the provisions of\n     this Indenture, provided that such action pursuant to this clause (6) shall\n     not adversely affect the interests of the Holders in any material  respect;\n     or\n\n          (7)  to  cause  the  Indenture  and  the  Securities  to  comply  with\n     applicable law, including the Trust Indenture Act.\n\n\nSECTION 902.   Supplemental Indentures With Consent of Holders.\n\n          With the  consent  of the  Holders  of not  less  than a  majority  in\nprincipal amount of the Outstanding Securities, by Act of said Holders delivered\nto the  Company  and  the  Trustee,  the  Company,  when  authorized  by a Board\nResolution,   and  the  Trustee  may  enter  into  an  indenture  or  indentures\nsupplemental  hereto for the purpose of adding any  provisions to or changing in\nany  manner  or  eliminating  any of the  provisions  of  this  Indenture  or of\nmodifying  in any  manner  the  rights  of the  Holders  under  this  Indenture;\nprovided,  however,  that no such  supplemental  indenture  shall,  without  the\nconsent of the Holder of each Outstanding Security affected thereby,\n\n          (1) change the Stated Maturity of the principal of, or any installment\n     of interest on, any Security, or reduce the principal amount thereof or the\n     rate of  interest  thereon  or any  premium  payable  upon  the  redemption\n     thereof,  or change the place of payment where,  or the coin or currency in\n     which,  any  Security  or any premium or  interest  thereon is payable,  or\n     impair the right to institute suit for the  enforcement of any such payment\n     on or after the Stated Maturity thereof (or, in the case of redemption,  on\n     or after the Redemption  Date), or adversely  affect the right to cause the\n     Company to repurchase any Security pursuant to Article Thirteen,  or modify\n     the provisions of this Indenture with respect to the  subordination  of the\n     Securities in a manner adverse to the Holders, or\n\n          (2) reduce  the  percentage  in  principal  amount of the  Outstanding\n     Securities,  the  consent  of  whose  Holders  is  required  for  any  such\n     supplemental indenture, or the consent of whose Holders is required for any\n     waiver (of compliance with certain  provisions of this Indenture or certain\n     defaults hereunder and their consequences)  provided for in this Indenture,\n     or\n\n          (3)  modify any of the  provisions  of this  Section  or Section  513,\n     except to increase any such  percentage  or to provide  that certain  other\n     provisions  of this  Indenture  cannot be  modified  or waived  without the\n     consent of the Holder of each Outstanding Security affected thereby.\n\n          It shall not be necessary for any Act of Holders under this Section to\napprove the particular form of any proposed supplemental indenture, but it shall\nbe sufficient if such Act shall approve the substance thereof.\n\n\nSECTION 903.   Execution of Supplemental Indentures.\n\n          In  executing,  or accepting  the  additional  trusts  created by, any\nsupplemental indenture permitted by this Article or the modifications thereby of\nthe trusts created by this Indenture,  the Trustee shall be entitled to receive,\nand  (subject  to Section  601) shall be fully  protected  in relying  upon,  an\nOpinion of Counsel stating that the execution of such supplemental  indenture is\nauthorized  or  permitted by this  Indenture.  The Trustee may, but shall not be\nobligated  to,  enter into any such  supplemental  indenture  which  affects the\nTrustee's own rights, duties or immunities under this Indenture or otherwise.\n\n\nSECTION 904.   Effect of Supplemental Indentures.\n\n          Upon the execution of any  supplemental  indenture under this Article,\nthis Indenture shall be modified in accordance therewith,  and such supplemental\nindenture shall form a part of this Indenture for all purposes; and every Holder\nof Securities  theretofore or thereafter  authenticated and delivered  hereunder\nshall be bound thereby.\n\n\nSECTION 905.   Conformity with Trust Indenture Act.\n\n          Every  supplemental  indenture executed pursuant to this Article shall\nconform to the requirements of the Trust Indenture Act.\n\n\nSECTION 906.   Reference in Securities to Supplemental\n               Indentures.\n\n          Securities  authenticated  and  delivered  after the  execution of any\nsupplemental  indenture  pursuant to this  Article may, and shall if required by\nthe  Trustee,  bear a notation in form  approved by the Trustee as to any matter\nprovided for in such supplemental  indenture. If the Company shall so determine,\nnew Securities so modified as to conform,  in the opinion of the Trustee and the\nCompany, to any such supplemental  indenture may be prepared and executed by the\nCompany  and  authenticated  and  delivered  by  the  Trustee  in  exchange  for\nOutstanding Securities.\n\n\n\n                                  ARTICLE TEN\n\n                                   Covenants\n\n\nSECTION 1001.  Payment of Principal, Premium and Interest.\n\n          The  Company  will  duly  and  punctually  pay the  principal  of (and\npremium,  if any) and interest on the Securities in accordance with the terms of\nthe Securities and this Indenture.\n\n\nSECTION 1002.  Maintenance of Office or Agency.\n\n          The Company will maintain in the Borough of Manhattan, The City of New\nYork an office or agency where  Securities may be presented or  surrendered  for\npayment,  where  Securities may be surrendered  for  registration of transfer or\nexchange, and where notices and demands to or upon the Company in respect of the\nSecurities  and this  Indenture  may be served.  The  Company  will give  prompt\nwritten  notice to the Trustee of the location,  and any change in the location,\nof such office or agency.  If at any time the Company shall fail to maintain any\nsuch  required  office or agency or shall fail to furnish the  Trustee  with the\naddress thereof, such presentations, surrenders, notices and demands may be made\nor served at the Corporate  Trust Office of the Trustee,  and the Company hereby\nappoints the Trustee as its agent to receive all such presentations, surrenders,\nnotices and demands.\n\n          The  Company  may also from time to time  designate  one or more other\noffices or agencies  (in or outside the  Borough of  Manhattan,  The City of New\nYork) where the Securities  may be presented or surrendered  for any or all such\npurposes and may from time to time rescind such designations; provided, however,\nthat no such  designation or rescission  shall in any manner relieve the Company\nof its  obligation  to maintain an office or agency in the Borough of Manhattan,\nThe City of New York for such  purposes.  The Company  will give prompt  written\nnotice to the Trustee of any such designation or rescission and of any change in\nthe location of any such other office or agency.\n\n\nSECTION 1003.  Money for Security to Be Held in Trust.\n\n          If the Company shall at any time act as its own Paying Agent, it will,\non or before each due date of the principal of (and premium, if any) or interest\non any of the  Securities,  segregate  and hold in trust for the  benefit of the\nPersons entitled thereto a sum sufficient to pay the principal (and premium,  if\nany) or interest so becoming  due until such sums shall be paid to such  Persons\nor otherwise disposed of as herein provided and will promptly notify the Trustee\nof its action or failure so to act.\n\n          Whenever the Company  shall have one or more Paying  Agents,  it will,\nprior to each due date of the principal of (and premium,  if any) or interest on\nany Securities, deposit with a Paying Agent a sum sufficient to pay such amount,\nsuch sum to be held as provided by the Trust  Indenture  Act,  and (unless  such\nPaying Agent is the Trustee) the Company will promptly notify the Trustee of its\naction or failure so to act.\n\n          The Company  shall  cause each Paying  Agent other than the Trustee to\nexecute  and  deliver to the Trustee an  instrument  in which such Paying  Agent\nshall agree with the Trustee,  subject to the  provisions of this Section,  that\nsuch Paying Agent will (i) comply with the provisions of the Trust Indenture Act\napplicable  to it as a Paying  Agent  and (ii)  during  the  continuance  of any\ndefault by the Company (or any other obligor upon the  Securities) in the making\nof any payment in respect of the  Securities,  upon the  written  request of the\nTrustee,  forthwith  pay to the  Trustee  all sums held in trust by such  Paying\nAgent as such.\n\n          The  Company  may at any  time,  for  the  purpose  of  obtaining  the\nsatisfaction  and discharge of this Indenture or for any other purpose,  pay, or\nby Company Order direct any Paying Agent to pay, to the Trustee all sums held in\ntrust by the Company or such Paying  Agent,  such sums to be held by the Trustee\nupon the same  trusts as those upon which such sums were held by the  Company or\nsuch Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,\nsuch Paying Agent shall be released from all further  liability  with respect to\nsuch money.\n\n          Any money deposited with the Trustee or any Paying Agent, or then held\nby the Company,  in trust for the payment of the principal of (and  premium,  if\nany) or interest on any Security  and  remaining  unclaimed  for two years after\nsuch  principal  (and  premium,  if any) or interest  has become due and payable\nshall  be paid to the  Company  on  Company  Request,  or (if  then  held by the\nCompany)  shall be discharged  from such trust;  and the Holder of such Security\nshall thereafter, as an unsecured general creditor, look only to the Company for\npayment  thereof,  and all  liability  of the Trustee or such Paying  Agent with\nrespect  to such  trust  money,  and all  liability  of the  Company  as trustee\nthereof, shall thereupon cease.\n\n\nSECTION 1004.  Statement by Officers as to Default.\n\n          (a) The Company shall deliver to the Trustee, within 90 days after the\nend of each  fiscal  year of the  Company  ending  after  the  date  hereof,  an\nOfficers'  Certificate,  stating  whether  or not to the best  knowledge  of the\nsigners  thereof the Company is in default in the  performance and observance of\nany of the terms, provisions and conditions of this Indenture (without regard to\nany period of grace or requirement  of notice  provided  hereunder)  and, if the\nCompany  shall be in default,  specifying  all such  defaults and the nature and\nstatus thereof of which they may have knowledge. The first Officers' Certificate\nto be delivered  pursuant to this Section  1004(a)  shall be for the fiscal year\nending December 31, 1994.\n\n\n          (b) The Company shall deliver to the Trustee, within 90 days after the\nend of each  fiscal  year  of the  Company  ending  after  the  date  hereof,  a\ncertificate  signed by the Company's  independent  certified public  accountants\nstating (i) that their audit examination has included a review of this Indenture\nand the  Securities  as they relate to accounting  matters,  (ii) that they have\nread the most recent Officers' Certificates delivered to the Trustee pursuant to\nparagraph (a) of this Section 1004 and (iii) whether,  in connection  with their\naudit examination,  anything came to their attention that caused them to believe\nthat  the  Company  was not in  compliance  with  any of the  terms,  covenants,\nprovisions or conditions of Sections 1008, 1010, 1011 and 1016 of this Indenture\nas they  pertain to  accounting  matters and, if any Default or Event of Default\nhas come to their  attention,  specifying  the nature  and  period of  existence\nthereof;  provided that such independent  certified public accountants shall not\nbe liable in  respect  of such  statement  by  reason of any  failure  to obtain\nknowledge of any such Default or Event of Default that would not be disclosed in\nthe course of an audit  examination  conducted in accordance with GAAP in effect\nat the date of such examination.\n\n\nSECTION 1005.  Existence.\n\n          Subject to Article Eight, the Company shall do or cause to be done all\nthings  necessary to preserve  and keep in full force and effect its  existence,\nrights  (charter and  statutory) and  franchises;  provided,  however,  that the\nCompany  shall not be required to preserve  any such right or  franchise  if the\nBoard of Directors  shall determine that the  preservation  thereof is no longer\ndesirable  in the  conduct  of the  business  of the  Company  and that the loss\nthereof is not disadvantageous in any material respect to the Holders.\n\n\nSECTION 1006.  Maintenance of Properties.\n\n          The Company shall cause all  properties  used or useful in the conduct\nof its business or the business of any  Subsidiary to be maintained  and kept in\ngood  condition,  repair  and  working  order and  supplied  with all  necessary\nequipment  and  shall  cause  to  be  made  all  necessary  repairs,   renewals,\nreplacements,  betterments and improvements  thereof,  all as in the judgment of\nthe Company  may be  necessary  so that the  business  carried on in  connection\ntherewith may be properly and advantageously  conducted at all times;  provided,\nhowever,   that  nothing  in  this  Section   shall  prevent  the  Company  from\ndiscontinuing  the operation or  maintenance  of any of such  properties if such\ndiscontinuance  is, in the judgment of the Company,  desirable in the conduct of\nits business or the business of any  Subsidiary and not  disadvantageous  in any\nmaterial respect to the Holders.\n\n\nSECTION 1007.  Payment of Taxes and Other Claims.\n\n          The Company shall pay or discharge or cause to be paid or  discharged,\nbefore  the  same  shall  become  delinquent,  (1) all  taxes,  assessments  and\ngovernmental  charges  levied or imposed upon the Company or any  Subsidiary  or\nupon the income,  profits or property of the Company or any Subsidiary,  and (2)\nall lawful claims for labor,  materials and supplies which, if unpaid,  might by\nlaw become a lien upon the property of the Company or any Subsidiary;  provided,\nhowever,  that the Company shall not be required to pay or discharge or cause to\nbe paid or discharged  any such tax,  assessment,  charge or claim whose amount,\napplicability  or  validity  is being  contested  in good  faith by  appropriate\nproceedings and as to which  appropriate  reserves or other provisions have been\nmade in accordance with GAAP.\n\n\nSECTION 1008.  Limitations on Additional Indebtedness.\n\n          (A)  The  Company   shall  not,  and  shall  not  permit  any  of  its\nSubsidiaries  to,  directly  or  indirectly,   create,   incur,  issue,  assume,\nguarantee,  extend the maturity of, or otherwise  become  liable with respect to\n(collectively,   \"incur\"),  any  Indebtedness  (including,  without  limitation,\nAcquired  Indebtedness),  and  (B)  the  Company  shall  not  permit  any of its\nSubsidiaries  to  issue  (except  to the  Company  or any  of its  Wholly  Owned\nSubsidiaries)  any Preferred  Stock,  unless,  after giving effect thereto,  the\nCompany's  EBITDA Coverage Ratio on the date thereof would be at least 2.0 to 1,\ndetermined  on a pro  forma  basis  as if  the  incurrence  of  such  additional\nIndebtedness  or the issuance of such Preferred  Stock,  as the case may be, and\nthe application of the net proceeds therefrom,  had occurred at the beginning of\nthe four-quarter period used to calculate the Company's EBITDA Coverage Ratio.\n\n          Notwithstanding  the foregoing:  (A) the Company and its  Subsidiaries\nmay (i) incur Indebtedness under the Credit Agreements in an aggregate principal\namount  at any time not to exceed  $300,000,000  plus 50% of  Eligible  Accounts\nReceivable; (ii) incur Refinancing Indebtedness; (iii) incur any Indebtedness of\nthe Company to any Wholly Owned  Subsidiary or of any  Subsidiary to the Company\nor to any Wholly  Owned  Subsidiary;  (iv) incur any  Indebtedness  evidenced by\nletters  of credit  which are used in the  ordinary  course of  business  of the\nCompany and its Subsidiaries to secure workers' compensation and other insurance\ncoverages;   and  (v)  incur  Capitalized  Lease  Obligations  and  Attributable\nIndebtedness  of the  Company and its  Subsidiaries  in an  aggregate  principal\namount at any one time  outstanding  not to exceed 5% of  Consolidated  Tangible\nAssets;  (B) the  Company  may issue  the  Convertible  Debentures;  and (C) any\nSubsidiary may issue or create  Preferred  Stock if permitted under Section 1009\nhereof.\n\n\n     The Company  will not be in default  under the  covenant  set forth in this\nSection 1008 by reason of the fact that the outstanding  Indebtedness  under the\nCredit Agreements at any time exceeds $300,000,000 plus 50% of Eligible Accounts\nReceivable  unless  during  such  time  the  Company  increases  the  amount  of\noutstanding  Indebtedness  under the Credit  Agreements  and at the time of such\nincrease does not meet the EBITDA Coverage Ratio test of 2.0 to 1 on a pro forma\nbasis with respect to such additional Indebtedness as provided above.\n\n\n\nSECTION 1009.  Limitations on Subsidiary Preferred Stock.\n\n          The  Company  shall not  permit  any of its  Subsidiaries  to issue or\ncreate  any  Preferred  Stock  (other  than to the  Company  or a  Wholly  Owned\nSubsidiary)  or permit  any Person  (other  than the  Company or a Wholly  Owned\nSubsidiary)  to own or hold  any  interest  in any  Preferred  Stock of any such\nSubsidiary,  unless the  Subsidiary  would be  permitted  to incur  Indebtedness\npursuant to the  provisions  of Section 1008 in the aggregate  principal  amount\nequal to the aggregate liquidation value of such Preferred Stock.\n\n          Notwithstanding  the foregoing,  the Company may permit any Subsidiary\nwhich is a partnership  formed to operate a single health care facility to issue\nor  create  Preferred  Stock,  provided  that the  aggregate  amount of all such\nPreferred  Stock  outstanding  after giving  effect to such issuance or creation\nshall  not  exceed  1% of  Consolidated  Tangible  Assets as of the date of such\nissuance or creation.\n\n\nSECTION 1010.  Limitations on Restricted Payments.\n\n          (a)  The  Company   shall  not,  and  shall  not  permit  any  of  its\nSubsidiaries,  directly or indirectly,  to make any Restricted Payment if at the\ntime of such Restricted Payment:\n\n          (i)  a Default or Event of Default shall have occurred\n     and be continuing or shall occur as a consequence thereof;\n\n          (ii) after  giving  effect to the  proposed  Restricted  Payment,  the\n     amount of such Restricted  Payment,  when added to the aggregate  amount of\n     all  Restricted  Payments  made  after  the  date  of  the  Indenture  plus\n     Investments  made after  such date  pursuant  to clause  (vi)(b) of Section\n     1011, exceeds the sum of: (1) 50% of the Company's  Consolidated Net Income\n     accrued  during the period (taken as a single period)  commencing  with the\n     date of initial  issuance of the  Securities  to and  including  the fiscal\n     quarter ended immediately prior to the date of such Restricted Payment (or,\n     if such aggregate Consolidated Net Income shall be a deficit, minus 100% of\n     such  aggregate  deficit);  and (2) the net cash proceeds from the issuance\n     and sale of the  Company's  Capital  Stock that is not  Disqualified  Stock\n     (other than to a Subsidiary of the Company) during such period; or\n\n          (iii) the Company  would not be able to incur an  additional  $1.00 of\n     Indebtedness pursuant to the first sentence of Section 1008.\n\n          (b) The provisions of subsection (a) of this Section\n1010 shall not prohibit:\n\n          (i) the  payment  of any  dividend  within  60 days  after the date of\n     declaration  thereof if the payment  thereof  would have  complied with the\n     limitations of this covenant on the date of declaration; or\n\n          (ii) the  retirement of shares of the  Company's  Capital Stock or the\n     Company's or a Subsidiary of the Company's Indebtedness out of the proceeds\n     of a  substantially  concurrent  sale  (other than to a  Subsidiary  of the\n     Company) of shares of the Company's  Capital Stock (other than Disqualified\n     Stock).\n\n\nSECTION 1011.  Limitations on Investments and Loans.\n\n          The Company  shall not,  and shall not permit any of its  Subsidiaries\nto, make any Investments in any other Person, except (i) capital  contributions,\nadvances or loans to the Company by any Subsidiary or by the Company to a Wholly\nOwned Subsidiary;  (ii) the Company and each of its Subsidiaries may acquire and\nhold  receivables  owing to it, if created or acquired in the ordinary course of\nbusiness and payable or  dischargeable in accordance with customary trade terms;\n(iii) the Company and its  Subsidiaries  may acquire and hold cash and  Eligible\nInvestments;  (iv) the  Company and its  Subsidiaries  may make  Investments  in\nPersons at least a majority of whose  revenues  result from health  care-related\nbusinesses or  facilities;  (v) the Company,  directly or through a Wholly Owned\nSubsidiary,  may make an Investment in a Wholly Owned  Subsidiary  formed solely\nfor the purpose of insuring  the health care  business and  facilities  owned or\noperated by the Company or a Subsidiary and any physician  employed by or on the\nstaff of any such business or facility (the  \"Insurance  Subsidiary\"),  provided\nthat the  amount  invested  in such  Insurance  Subsidiary  does not  exceed  $5\nmillion; and (vi) Investments not otherwise permitted by clauses (i) through (v)\nabove  in an  aggregate  amount  not  exceeding  at any  time the sum of (a) $10\nmillion and (b) that amount equal to the amount of Restricted Payments permitted\nto be made by the Company and its Subsidiaries under Section 1010.\n\n\nSECTION 1012.  Limitations on Restrictions on Distributions from\n               Subsidiaries.\n\n          The Company  shall not,  and shall not permit any of its  Subsidiaries\nto,  create  or  otherwise  cause or suffer  to exist or  become  effective  any\nconsensual  encumbrance or restriction  (other than encumbrances or restrictions\nimposed by law or by judicial or regulatory action or by provisions in leases or\nother agreements that restrict the assignability  thereof) on the ability of any\nSubsidiary of the Company to (i) pay  dividends or make any other  distributions\non its Capital Stock or any other interest or participation  in, or measured by,\nits  profits,  owned by the  Company  or any of its other  Subsidiaries,  or pay\ninterest on or principal of any Indebtedness  owned to the Company or any of its\nother  Subsidiaries,  (ii) make loans or  advances  to the Company or any of its\nother  Subsidiaries  or (iii)  transfer any of its  properties  or assets to the\nCompany  or  any  of  its  other   Subsidiaries,   except  for  encumbrances  or\nrestrictions  existing under or by reason of (a) applicable  law, (b) the Credit\nAgreements, (c) Existing Indebtedness,  (d) any restrictions under any agreement\nevidencing any Acquired  Indebtedness that was permitted to be incurred pursuant\nto the Indenture, provided that such restrictions and encumbrances only apply to\nassets 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) which, taken\nas a whole, are not more  restrictive,  (f) the Indenture,  (g) any restrictions\nand encumbrances arising in connection with Refinancing Indebtedness;  provided,\nhowever,  that any  restrictions  or  encumbrances of the type described in this\nparagraph  that arise under such  Refinancing  Indebtedness  are not, taken as a\nwhole,  more restrictive  than those under the agreement  creating or evidencing\nthe Indebtedness being refunded or refinanced, (h) any restrictions with respect\nto a Subsidiary of the Company  imposed  pursuant to an agreement  that has been\nentered into for the sale or other  disposition of all or  substantially  all of\nthe Capital Stock or assets of such  Subsidiary,  (i) any agreement  restricting\nthe  sale  or  other  disposition  of  property  securing  Indebtedness  if such\nagreement does not expressly restrict the ability of a Subsidiary of the Company\nto pay dividends or make loans or advances,  and (j) customary  restrictions  in\npurchase money debt or leases relating to the property covered thereby.\n\n\nSECTION 1013.  Limitations on Certain Other Subordinated\n               Indebtedness.\n\n          The  Company  shall not create,  incur,  assume or suffer to exist any\nIndebtedness that is subordinate in right of payment to any Senior  Indebtedness\nunless such Indebtedness by its terms or the terms of the instrument creating or\nevidencing  such  Indebtedness  is  subordinate in right of payment to, or ranks\npari passu with, the Securities.\n\n\nSECTION 1014.  Limitations on Transactions with Affiliates.\n\n          Neither the Company nor any of its  Subsidiaries  shall make any loan,\nadvance,  guarantee or capital  contribution to, or for the benefit of, or sell,\nlease,  transfer or otherwise  dispose of any of its properties or assets to, or\nfor the benefit of, or purchase or lease any property or assets  from,  or enter\ninto or amend any contract,  agreement or understanding with, or for the benefit\nof, any  Affiliate of the Company or any of its  Subsidiaries  or any Person (or\nany  Affiliate of such Person)  holding 10% or more of the Common  Equity of the\nCompany or any of its Subsidiaries (each an \"Affiliate Transaction\"), unless (i)\nsuch  Affiliate   Transactions   are  between  or  among  the  Company  and  its\nSubsidiaries;  (ii) such Affiliate  Transactions  are in the ordinary  course of\nbusiness and consistent with past practice; or (iii) the terms of such Affiliate\nTransactions are fair and reasonable to the Company or such  Subsidiary,  as the\ncase may be, and are at least as  favorable as the terms which could be obtained\nby the  Company  or  such  Subsidiary,  as the  case  may  be,  in a  comparable\ntransaction made on an arm's-length basis between  unaffiliated  parties. In the\nevent of any transaction or series of transactions  occurring  subsequent to the\ndate of the  Indenture  with an Affiliate of the Company  which is not permitted\nunder clauses (i) or (ii) above and involves in excess of  $5,000,000  the terms\nof such  transaction  shall be in writing  and a majority  of the  disinterested\nmembers  of the  Board of  Directors  shall by  resolution  determine  that such\nbusiness or transaction meets the criterion set forth in clause (iii) above.\n\n\nSECTION 1015.  Limitations on Liens.\n\n          The  Company  shall not create or suffer to exist any Lien  (including\nany Lien created to secure the Company's obligation to repay Senior Subordinated\nDebt other than the Securities or to repay Subordinated Obligations), other than\nPermitted  Liens,  on any of its  assets  unless  all  payments  due  under  the\nIndenture and the  Securities are secured on an equal and ratable basis with the\nobligation so secured until such time as such obligation is no longer secured by\na Lien.\n\n\nSECTION 1016.  Limitations on Asset Sales.\n\n          The Company  shall not,  and shall not permit any of its  Subsidiaries\nto,  consummate  any Asset Sale  unless,  with respect to Asset Sales other than\nAsset Sales of health care facilities  pursuant to a binding commitment existing\non the date of issuance of the  Securities  (i) the Company or its  Subsidiaries\nreceive  consideration at the time of such Asset Sale at least equal to the fair\nmarket  value of the assets or  Capital  Stock  included  in such Asset Sale (as\ndetermined in good faith by the Board of Directors, whose determination shall be\nconclusive  and  evidenced by a board  resolution)  and (ii) either (A) not less\nthan 75% of such  consideration  is in the form of cash  received at the time of\nsuch Asset Sale,  or (B) after giving  effect to such Asset Sale,  the aggregate\namount or fair market value of other consideration  received by the Company from\nall Asset Sales since the date of  issuance  of the  Securities,  reduced by the\noriginal  amount of all deferred  obligations to pay cash received from all such\nAsset Sales which have then been satisfied and paid in full, would not exceed 5%\nof the amount of  Company's  PP&amp;E shown on its most recent  balance  sheet filed\nwith the Commission under Section 13(a) or Section 15(d) of the Exchange Act; or\n(C) such Asset Sale  occurs  prior to  eighteen  (18)  months  after the date of\nissuance  of the  Securities  and is of a health  care  facility  acquired  from\nNational Medical  Enterprises,  Inc. or located in a geographic  market so as to\ncompete with such a facility.  The Net Proceeds of Assets Sales shall within 360\ndays,  (i) be  reinvested  in the lines of business of the Company or any of its\nSubsidiaries,  immediately  prior to such  investment;  (ii) be  applied  to the\npayment of the  principal  of, and interest on,  Senior  Indebtedness;  (iii) be\nutilized  to make  any  Investment  in any  other  Person  permitted  under  the\nIndenture;  or (iv) be applied to an offer (an \"Asset Sale Offer\") to repurchase\noutstanding Securities. In any such Asset Sale Offer, the Company shall offer to\nrepurchase  Securities  on a pro rata basis or as  selected by lot at a purchase\nprice equal to 100% of the aggregate  principal  amount of the Securities,  plus\naccrued and unpaid  interest to the date of repurchase,  in the manner set forth\nin the  Indenture.  Any Asset Sale Offer will be  conducted in  compliance  with\napplicable  tender offer rules,  including Section 14(e) of the Exchange Act and\nRule  14e-1  thereunder.  Any  Net  Proceeds  remaining  immediately  after  the\ncompletion  of  any  Asset  Sale  Offer  may  be  used  by  the  Company  or its\nSubsidiaries for any purpose not  inconsistent  with the other provisions of the\nIndenture.\n\n\n                                 ARTICLE ELEVEN\n\n                            Redemption of Securities\n\n\nSECTION 1101.  Right of Redemption.\n\n          The  Securities  may be redeemed at the election of the Company,  as a\nwhole or from time to time in part,  at any time on or after  April 1, 1998,  at\nthe Redemption Prices specified in the form of Security  hereinbefore set forth,\ntogether with accrued interest to but excluding the Redemption Date.\n\n\nSECTION 1102.  Applicability of Article.\n\n          Redemption of Securities at the election of the Company,  as permitted\nby any  provision  of this  Indenture,  shall be made in  accordance  with  such\nprovision and this Article.\n\n\nSECTION 1103.  Election to Redeem; Notice to Trustee.\n\n          The  election  of the  Company to redeem any  Securities  pursuant  to\nSection 1101 shall be evidenced by a Board Resolution. In case of any redemption\nat the  election  of the  Company of less than all the  Securities,  the Company\nshall,  at  least 60 days  prior to the  Redemption  Date  fixed by the  Company\n(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the\nTrustee of such Redemption Date and of the principal  amount of Securities to be\nredeemed,  which  principal  amount  shall  not be less than  $1,000,000  in the\naggregate.\n\n\nSECTION 1104.  Selection by Trustee of Securities to Be\n               Redeemed.\n\n          If less than all the  Securities  are to be redeemed,  the  particular\nSecurities  to be redeemed  shall be selected not more than 60 days prior to the\nRedemption Date by the Trustee,  from the Outstanding  Securities not previously\ncalled  for  redemption,  by such  method  as the  Trustee  shall  deem fair and\nappropriate  and which may provide for the selection for  redemption of portions\n(equal to $1,000 or any integral  multiple  thereof) of the principal  amount of\nSecurities of a denomination larger than $1,000.\n\n          The  Trustee  shall  promptly  notify the  Company  and each  Security\nRegistrar in writing of the Securities  selected for redemption and, in the case\nof any Securities selected for partial redemption,  the principal amount thereof\nto be redeemed.\n\n          For all  purposes  of this  Indenture,  unless the  context  otherwise\nrequires,  all provisions relating to the redemption of Securities shall relate,\nin the case of any  Securities  redeemed or to be redeemed  only in part, to the\nportion of the principal  amount of such  Securities  which has been or is to be\nredeemed.\n\n\nSECTION 1105.  Notice of Redemption.\n\n          Notice  of  redemption  shall be given by  first-class  mail,  postage\nprepaid,  mailed not less than 15 nor more than 60 days prior to the  Redemption\nDate, to each Holder of Securities to be redeemed,  at his address  appearing in\nthe Security Register.\n\n          All notices of redemption shall state:\n\n          (1)  the Redemption Date,\n\n          (2)  the Redemption Price,\n\n          (3) if less than all the  Outstanding  Securities  are to be redeemed,\n     the  identification  (and,  in  the  case  of  partial  redemption  of  any\n     Securities,  the  principal  amounts) of the  particular  Securities  to be\n     redeemed,\n\n          (4) that on the Redemption  Date the Redemption  Price will become due\n     and  payable  upon each such  Security  to be  redeemed  and that  interest\n     thereon will cease to accrue on and after said date, and\n\n          (5) the place or places where such  Securities  are to be  surrendered\n     for payment of the Redemption Price.\n\n          Notice of  redemption  of Securities to be redeemed at the election of\nthe Company shall be given by the Company or, at the Company's  request,  by the\nTrustee in the name and at the expense of the Company.\n\n\nSECTION 1106.  Deposit of Redemption Price.\n\n          Prior to any  Redemption  Date,  the Company  shall  deposit  with the\nTrustee or with a Paying  Agent (or,  if the Company is acting as its own Paying\nAgent,  segregate  and hold in trust as provided  in Section  1003) an amount of\nmoney  sufficient to pay the Redemption  Price of, and (except if the Redemption\nDate shall be an Interest  Payment Date) accrued interest on, all the Securities\nwhich are to be redeemed on that date.\n\n\nSECTION 1107.  Securities Payable on Redemption Date.\n\n          Notice of redemption having been given as aforesaid, the Securities so\nto be redeemed  shall,  on the  Redemption  Date,  become due and payable at the\nRedemption  Price  therein  specified,  and from and after such date (unless the\nCompany  shall  default  in the  payment  of the  Redemption  Price and  accrued\ninterest) such  Securities  shall cease to bear interest.  Upon surrender of any\nsuch Security for redemption in accordance with said notice, such Security shall\nbe paid by the Company at the Redemption  Price,  together with accrued interest\nto the Redemption Date; provided,  however,  that installments of interest whose\nStated  Maturity is on or prior to the  Redemption  Date shall be payable to the\nHolders of such Securities, or one or more Predecessor Securities, registered as\nsuch at the close of business on the relevant  Record  Dates  according to their\nterms and the provisions of Section 307.\n\n          If any  Security  called  for  redemption  shall  not be so paid  upon\nsurrender  thereof for  redemption,  the principal (and premium,  if any) shall,\nuntil paid,  bear  interest  from the  Redemption  Date at the rate borne by the\nSecurity.\n\n\nSECTION 1108.  Securities Redeemed in Part.\n\n          Any Security which is to be redeemed only in part shall be surrendered\nat an office or agency of the Company  designated  for that purpose  pursuant to\nSection 1002 (with,  if the Company or the Trustee so requires,  due endorsement\nby, or a written  instrument of transfer in form  satisfactory to the Company or\nthe Trustee duly executed by, the Holder thereof or his attorney duly authorized\nin writing),  and the Company shall execute,  and the Trustee shall authenticate\nand  deliver  to the  Holder of such  Security  without  service  charge,  a new\nSecurity or  Securities,  of any  authorized  denomination  as requested by such\nHolder,  in  aggregate  principal  amount  equal  to and  in  exchange  for  the\nunredeemed portion of the principal of the Security so surrendered.\n\n\n\n                                 ARTICLE TWELVE\n\n                          Subordination of Securities\n\n\nSECTION 1201.  Securities Subordinate to Senior Indebtedness.\n\n          The Company  covenants and agrees,  and each Holder of a Security,  by\nhis acceptance thereof,  likewise covenants and agrees,  that, to the extent and\nin the manner  hereinafter set forth in this Article  (subject to the provisions\nof Article Four), the indebtedness represented by the Securities and the payment\nof the  principal of (and  premium,  if any) and interest on each and all of the\nSecurities  (including any  repurchases or payments  pursuant to Section 1016 or\nArticle  Thirteen) are hereby expressly made subordinate and subject in right of\npayment to the prior payment in full of all Senior Indebtedness.\n\n\nSECTION 1202.  Payment Over of Proceeds Upon Dissolution, Etc.\n\n          In the event of (1) any  insolvency or bankruptcy  case or proceeding,\nor any  receivership,  liquidation,  reorganization  or  other  similar  case or\nproceeding in connection therewith, relative to the Company or to its creditors,\nas  such,  or to a  substantial  part of its  assets,  or (2)  any  liquidation,\ndissolution or other winding up of the Company, whether voluntary or involuntary\nand whether or not involving insolvency or bankruptcy, or (3) any assignment for\nthe benefit of creditors or any other  marshalling of assets and  liabilities of\nthe Company, then and in any such event specified in (1), (2) or (3) above (each\nsuch event, if any, herein sometimes  referred to as a \"Proceeding\") the holders\nof Senior  Indebtedness  shall be  entitled  to  receive  payment in full of all\namounts  due or to become due on or in respect  of all Senior  Indebtedness,  or\nprovision  shall  be made  for  such  payment  in cash  or cash  equivalents  or\notherwise in a manner satisfactory to the holders of Senior Indebtedness, before\nthe  Holders  of  the   Securities  are  entitled  to  receive  any  payment  or\ndistribution of any kind or character,  whether in cash, property or securities,\non account of principal of (or premium, if any) or interest on the Securities or\non account of any purchase (including any repurchase pursuant to Section 1016 or\nArticle  Thirteen)  or other  acquisition  of  Securities  by the Company or any\nSubsidiary  of the Company  (all such  payments,  distributions,  purchases  and\nacquisitions herein referred to, individually and collectively, as a \"Securities\nPayment\"),  and to that end the  holders  of all  Senior  Indebtedness  shall be\nentitled to receive,  for  application  to the payment  thereof,  any Securities\nPayment which may be payable or  deliverable in respect of the Securities in any\nsuch Proceeding.\n\n\n          In the event that,  notwithstanding  the foregoing  provisions of this\nSection,  the  Trustee or the Holder of any  Security  shall have  received  any\nSecurities  Payment  before all Senior  Indebtedness  is paid in full or payment\nthereof  provided  for in cash or cash  equivalents  or  otherwise  in a  manner\nsatisfactory to the holders of Senior  Indebtedness,  and if such fact shall, at\nor prior to the time of such  Securities  Payment,  have been made  known to the\nTrustee  pursuant to Section 1210 or, as the case may be, such Holder,  then and\nin such event such Securities Payment shall be paid over or delivered  forthwith\nto  the  trustee  in  bankruptcy,   receiver,  liquidating  trustee,  custodian,\nassignee,  agent or other Person making payment or distribution of assets of the\nCompany  for  application  to the payment of all Senior  Indebtedness  remaining\nunpaid,  to the extent  necessary to pay all Senior  Indebtedness in full, after\ngiving effect to any concurrent payment or distribution to or for the holders of\nSenior Indebtedness.\n\n          For  purposes  of  this  Article  only,  the  words  \"any  payment  or\ndistribution of any kind or character,  whether in cash, property or securities\"\nshall not be deemed to include a payment or  distribution of stock or securities\nof the  Company  provided  for  by a  plan  of  reorganization  or  readjustment\nauthorized  by an order or  decree  of a court of  competent  jurisdiction  in a\nreorganization  proceeding  under any applicable  bankruptcy law or of any other\ncorporation  provided for by such plan of reorganization or readjustment,  which\nstock or securities are subordinated in right of payment to all then outstanding\nSenior  Indebtedness to substantially the same extent as, or to a greater extent\nthan,  the  Securities  are so  subordinated  as provided in this  Article.  The\nconsolidation  of the Company with,  or the merger of the Company into,  another\nPerson or the liquidation or dissolution or the Company following the conveyance\nor  transfer  of all or  substantially  all of its  properties  and assets as an\nentirety to another  Person upon the terms and  conditions  set forth in Article\nEight shall not be deemed a  Proceeding  for the purposes of this Section if the\nPerson formed by such  consolidation  or into which the Company is merged or the\nPerson which  acquires by  conveyance  or transfer  such  properties  and assets\nsubstantially  as an  entirety,  as the  case may be,  shall,  as a part of such\nconsolidation,  merger,  conveyance or transfer,  comply with the conditions set\nforth in Article Eight.\n\n\nSECTION 1203.  Prior Payment to Senior Indebtedness Upon\n               Acceleration of Securities.\n\n          In the event that any  Securities  are declared due and payable before\ntheir  Stated  Maturity,  then  and in such  event  the  holders  of the  Senior\nIndebtedness  outstanding at the time such  Securities so become due and payable\nshall be entitled to receive payment in full of all amounts due or to become due\non or in respect of all Senior Indebtedness, or provision shall be made for such\npayment in cash or cash equivalents or otherwise in a manner satisfactory to the\nholders of such Senior  Indebtedness,  before the Holders of the  Securities are\nentitled to receive any Securities  Payment  (including any payment which may be\npayable by reason of the payment of any other  indebtedness of the Company being\nsubordinated to the payment of the Securities).\n\n          In the event that,  notwithstanding  the foregoing,  the Company shall\nmake any  Securities  Payment to the  Trustee or any  Holder  prohibited  by the\nforegoing provisions of this Section, and if such fact shall, at or prior to the\ntime of such Securities Payment, have been made known to the Trustee pursuant to\nSection  1210 or, as the case may be, such  Holder,  then and in such event such\nSecurities Payment shall be paid over and delivered forthwith to the Company.\n\n          The  provisions  of this  Section  shall not  apply to any  Securities\nPayment with respect to which Section 1202 would be applicable.\n\n\nSECTION 1204.  No Payment in Certain Circumstances.\n\n          (a) In the event and during  the  continuation  of any  default in the\npayment of any Senior Indebtedness in excess of $5,000,000 beyond any applicable\ngrace period with respect  thereto,  no Securities  Payment shall be made unless\nand until  such  default  is cured or  waived or ceases to exist or such  Senior\nIndebtedness is discharged.\n\n          (b) During the  continuation of any non-payment  event of default with\nrespect to any  Designated  Senior  Indebtedness  pursuant to which the maturity\nthereof  may  be  accelerated,   no  Securities  Payment  or  other  payment  or\ndistribution  of any assets of the Company of any kind or character  (other than\npayments  of  amounts  already  deposited  in  accordance  with  the  defeasance\nprovisions  of the  Indenture)  shall  be  made by the  Company  on  account  of\nSubordinated  Obligations  or on account of the  purchase,  redemption  or other\nacquisition  of the  Securities  for the period  specified  below (the  \"Payment\nBlockage  Period\").  The Payment Blockage Period shall commence upon the receipt\nof notice by the Company or the Trustee from any  representative  of a holder of\nDesignated  Senior  Indebtedness  and shall end on the  earlier  of (i) 179 days\nthereafter,  (ii) the date on which  such  event is cured or waived or ceases to\nexist or on which such Designated Senior  Indebtedness is discharged,  (iii) the\ndate on which the maturity of any Indebtedness (other than Senior  Indebtedness)\nshall have been  accelerated by virtue of such event,  or (iv) the date on which\nsuch Payment Blockage Period shall have been terminated by notice to the Company\nor the  Trustee  from the  representative  of holders of the  Designated  Senior\nIndebtedness  initiating such Payment Blockage  Period,  after which the Company\nshall resume making any and all required  payments in respect of the Securities,\nincluding any missed payments. Only one Payment Blockage Period may be commenced\nduring any period of 365  consecutive  days. No event of default with respect to\nDesignated Senior Indebtedness that existed or was continuing on the date of the\ncommencement  of any  Payment  Blockage  Period with  respect to the  Designated\nSenior Indebtedness  initiating such Payment Blockage Period will be, or can be,\nmade the basis for the  commencement of a second Payment Blockage Period whether\nor not within a period of 365 consecutive days, unless such event of default has\nbeen cured or waived for a period of not less than 90  consecutive  days.  In no\nevent may a Payment Blockage Period extend beyond 179 days.\n\n          In the event that,  notwithstanding  the foregoing,  the Company shall\nmake any  Securities  Payment to the  Trustee or any  Holder  prohibited  by the\nforegoing provisions of this Section, and if such fact shall, at or prior to the\ntime of such Securities Payment, have been made known to the Trustee pursuant to\nSection  1210 or, as the case may be, such  Holder,  then and in such event such\nSecurities Payment shall be paid over and delivered forthwith to the Company.\n\n          The  provisions  of this  Section  shall not  apply to any  Securities\nPayment with respect to which Section 1202 would be applicable.\n\n\nSECTION 1205.  Payment Permitted If No Default.\n\n          Nothing contained in this Article or elsewhere in this Indenture or in\nany of the Securities  shall prevent (1) the Company,  at any time except during\nthe  pendency  of any  Proceeding  referred  to in  Section  1202 or  under  the\nconditions  described in Section 1203 or 1204, from making Securities  Payments,\nor (2) the  application by the Trustee of any money  deposited with it hereunder\nto  Securities  Payments  or the  retention  of such  Securities  Payment by the\nHolders,  if, at the time of such  application  by the Trustee,  it did not have\nknowledge  that  such  Securities  Payment  would  have been  prohibited  by the\nprovisions of this Article.\n\n\nSECTION 1206.  Subrogation to Rights of Holders of Senior\n               Indebtedness.\n\n          Subject to the  payment in full of all amounts due or to become due on\nor in respect of Senior Indebtedness,  or the provision for such payment in cash\nor cash  equivalents  or  otherwise in a manner  satisfactory  to the holders of\nSenior  Indebtedness,  the Holders of the Securities  shall be subrogated to the\nextent of the  payments  or  distributions  made to the  holders of such  Senior\nIndebtedness  pursuant to the  provisions  of this Article  (equally and ratably\nwith the holders of all  indebtedness  of the Company which by its express terms\nis subordinated to indebtedness of the Company to substantially  the same extent\nas  the  Securities  are   subordinated  and  is  entitled  to  like  rights  of\nsubrogation) to the rights of the holders of such Senior Indebtedness to receive\npayments and  distributions of cash,  property and securities  applicable to the\nSenior Indebtedness until the principal of (and premium, if any) and interest on\nthe  Securities  shall be paid in full.  For  purposes of such  subrogation,  no\npayments or distributions to the holders of the Senior Indebtedness of any cash,\nproperty or  securities  to which the Holders of the  Securities  or the Trustee\nwould be entitled  except for the  provisions of this  Article,  and no payments\nover  pursuant  to the  provisions  of this  Article  to the  holders  of Senior\nIndebtedness  by Holders of the Securities or the Trustee,  shall,  as among the\nCompany, its creditors other than holders of Senior Indebtedness and the Holders\nof the  Securities,  be deemed to be a payment or distribution by the Company to\nor on account of the Senior Indebtedness.\n\n\nSECTION 1207.  Provisions Solely to Define Relative Rights.\n\n          The  provisions  of this Article are and are  intended  solely for the\npurpose of defining the  relative  rights of the Holders on the one hand and the\nholders of Senior  Indebtedness  on the other hand.  Nothing  contained  in this\nArticle or elsewhere in this  Indenture or in the  Securities  is intended to or\nshall (1) impair,  as among the  Company,  its  creditors  other than holders of\nSenior  Indebtedness  and the Holders of the  Securities,  the obligation of the\nCompany,  which is  absolute  and  unconditional,  to pay to the  Holders of the\nSecurities  the  principal  of  (and  premium,  if  any)  and  interest  on  the\nSecurities,  and to make any  repurchases of the Securities  required by Article\nThirteen  hereof,  the  Securities  as and when the same  shall  become  due and\npayable in accordance  with the terms hereof;  or (2) affect the relative rights\nagainst  the  Company of the  Holders of the  Securities  and  creditors  of the\nCompany  other  than the  holders of Senior  Indebtedness;  or (3)  prevent  the\nTrustee or the Holder of any Security  from  exercising  all remedies  otherwise\npermitted by applicable  law upon default under this  Indenture,  subject to the\nrights,  if any,  under this  Article of the holders of Senior  Indebtedness  to\nreceive cash,  property and securities  otherwise  payable or deliverable to the\nTrustee or such Holder.\n\n\nSECTION 1208.  Trustee to Effectuate Subordination and Payment\n               Provisions.\n\n          Each Holder of a Security by his  acceptance  thereof  authorizes  and\ndirects  the Trustee on his behalf to take such  action as may be  necessary  or\nappropriate to effectuate the subordination and payment  provisions  provided in\nthis Article and appoints the Trustee his  attorney-in-fact for any and all such\npurposes.\n\n\nSECTION 1209.  No Waiver of Subordination Provisions.\n\n          No right of any present or future holder of any Senior Indebtedness to\nenforce  subordination  as  herein  provided  shall  at any  time  in any way be\nprejudiced  or  impaired by any act or failure to act on the part of the Company\nor by any act or failure to act, in good faith,  by any such  holder,  or by any\nnoncompliance  by the Company with the terms,  provisions  and covenants of this\nIndenture,  regardless of any  knowledge  thereof any such holder may have or be\notherwise charged with.\n\n          Without in any way limiting the generality of the foregoing paragraph,\nthe  holders  of  Senior  Indebtedness  may,  at any time and from time to time,\nwithout  the  consent  of or  notice  to  the  Trustee  or  the  Holders  of the\nSecurities,  without  incurring  responsibility to the Holders of the Securities\nand without impairing or releasing the subordination provided in this Article or\nthe  obligations  hereunder of the Holders of the  Securities  to the holders of\nSenior Indebtedness, do any one or more of the following: (i) change the manner,\nplace or terms of payment  or extend the time of payment  of, or renew or alter,\nSenior  Indebtedness,  or otherwise  amend or  supplement  in any manner  Senior\nIndebtedness or any instrument  evidencing the same or any agreement under which\nSenior Indebtedness is outstanding;  (ii) sell,  exchange,  release or otherwise\ndeal  with  any  property  pledged,   mortgaged  or  otherwise  securing  Senior\nIndebtedness;  (iii) release any Person liable in any manner for the  collection\nof Senior Indebtedness;  and (iv) exercise or refrain from exercising any rights\nagainst the Company and any other Person.\n\n\nSECTION 1210.  Notice to Trustee.\n\n          The  Company  shall give prompt  written  notice to the Trustee of any\nfact known to the Company  which would  prohibit the making of any payment to or\nby the Trustee in respect of the Securities.  Notwithstanding  the provisions of\nthis Article or any other provision of this Indenture,  the Trustee shall not be\ncharged with  knowledge of the  existence of any facts which would  prohibit the\nmaking of any payment to or by the Trustee in respect of the Securities,  unless\nand until a  Responsible  Officer of the  Trustee  shall have  received  written\nnotice thereof from the Company or a holder of Senior  Indebtedness  or from any\ntrustee  therefor;  and,  prior to the receipt of any such written  notice,  the\nTrustee,  subject to the  provisions  of Section  601,  shall be entitled in all\nrespects  to assume that no such facts  exist;  provided,  however,  that if the\nTrustee shall not have received the notice provided for in this Section at least\nthree  Business  Days prior to the date upon which by the terms hereof any money\nmay become payable for any purpose (including,  without limitation,  the payment\nof the  principal of (and  premium,  if any) or interest on, or amounts  payable\nupon redemption or repurchase of, any Security), then, anything herein contained\nto the contrary notwithstanding, the Trustee shall have full power and authority\nto receive  such money and to apply the same to the purpose for which such money\nwas received  and shall not be affected by any notice to the contrary  which may\nbe received by it within three Business Days prior to such date.\n\n\n          Subject  to the  provisions  of  Section  601,  the  Trustee  shall be\nentitled to rely on the delivery to a Responsible Officer of a written notice by\na Person  representing  himself  to be a holder  of  Senior  Indebtedness  (or a\ntrustee  therefor) to  establish  that such notice has been given by a holder of\nSenior  Indebtedness  (or a trustee  therefor).  In the event  that the  Trustee\ndetermines  in good faith that further  evidence is required with respect to the\nright of any Person as a holder of Senior  Indebtedness  to  participate  in any\npayment or distribution  pursuant to this Article,  the Trustee may request such\nPerson to furnish  evidence to the reasonable  satisfaction of the Trustee as to\nthe amount of Senior  Indebtedness held by such Person, the extent to which such\nperson is entitled to participate in such payment or distribution  and any other\nfacts  pertinent  to the rights of such Person under this  Article,  and if such\nevidence  is not  furnished,  the  Trustee  may defer any payment to such Person\npending  judicial  determination  as to the right of such Person to receive such\npayment.\n\n\nSECTION 1211.  Reliance on Judicial Order or Certificate of\n               Liquidating Agent.\n\n          Upon any payment or distribution of assets of the Company  referred to\nin this Article, the Trustee,  subject to the provisions of Section 601, and the\nHolders of the  Securities  shall be  entitled  to rely upon any order or decree\nentered  by any court of  competent  jurisdiction  in which such  Proceeding  is\npending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating\ntrustee, custodian, assignee for the benefit of creditors, agent or other Person\nmaking such payment or distribution,  delivered to the Trustee or to the Holders\nof  Securities,  for  the  purpose  of  ascertaining  the  Persons  entitled  to\nparticipate  in  such  payment  or  distribution,  the  holders  of  the  Senior\nIndebtedness  and other  indebtedness  of the  Company,  the  amount  thereof or\npayable thereon, the amount or amounts paid or distributed thereon and all other\nfacts pertinent thereto or to this Article.\n\n\nSECTION 1212.  Trustee Not Fiduciary for Holders of Senior\n               Indebtedness.\n\n          The  Trustee  shall  not be deemed  to owe any  fiduciary  duty to the\nholders of Senior Indebtedness and shall not be liable to any such holders if it\nshall in good faith  mistakenly  pay over or distribute to Holders of Securities\nor to the Company or to any other Person cash,  property or  securities to which\nany holders of Senior  Indebtedness  shall be entitled by virtue of this Article\nor otherwise.  With respect to the holders of Senior  Indebtedness,  the Trustee\nundertakes to perform or to observe only such of its  covenants and  obligations\nas are  specifically  set forth in this  Article,  and no implied  covenants  or\nobligations  with  respect to the holders of Senior  Indebtedness  shall be read\ninto this Article Twelve against the Trustee.\n\n\nSECTION 1213.  Rights of Trustee as Holder of Senior\n               Indebtedness; Preservation of Trustee's Rights.\n\n          The Trustee in its  individual  capacity  shall be entitled to all the\nrights set forth in this Article with respect to any Senior  Indebtedness  which\nmay at any time be held by it, to the same extent as any other  holder of Senior\nIndebtedness,  and nothing in this Indenture shall deprive the Trustee of any of\nits rights as such holder.\n\n          Nothing in this Article  shall apply to claims of, or payments to, the\nTrustee under or pursuant to Section 607.\n\n\nSECTION 1214.  Article Applicable to Paying Agents.\n\n          In case at any time any Paying Agent other than the Trustee shall have\nbeen appointed by the Company and be then acting  hereunder,  the term \"Trustee\"\nas used in this  Article  shall  in such  case  (unless  the  context  otherwise\nrequires) be construed  as extending to and  including  such Paying Agent within\nits meaning as fully for all intents and  purposes as if such Paying  Agent were\nnamed in this  Article  in  addition  to or in place of the  Trustee;  provided,\nhowever,  that Section  1213 shall not apply to the Company or any  Affiliate of\nthe Company if it or such Affiliate acts as Paying Agent.\n\n\n\n                                ARTICLE THIRTEEN\n\n          Repurchase of Securities at the Option of the\n                         Holder Upon a Repurchase Event\n\n\nSECTION 1301.  Right to Require Repurchase.\n\n          In the event that a Repurchase  Event (as  hereinafter  defined) shall\noccur, then each Holder shall have the right, at the Holder's option, to require\nthe Company to repurchase, and upon the exercise of such right the Company shall\nrepurchase,  all of such  Holder's  Securities,  or any portion of the principal\namount  thereof  that is an  integral  multiple  of  $1,000,  on the  date  (the\n\"Repurchase Date\") that is 60 calendar days after the date of the Company Notice\n(as  defined in Section  1302),  for cash at a purchase  price (the  \"Repurchase\nPrice\")equal to 101% of the principal  amount of the Securities to be purchased,\ntogether with accrued and unpaid interest to the Repurchase  Date.  Prior to the\nRepurchase Date, the Company shall pay in full all amounts outstanding under the\nCredit Agreements or obtain the consents of the lenders  signatories  thereto to\nthe  repurchase  of  Securities.  Any  failure by the Company to pay in full all\namounts outstanding under the Credit Agreements or to obtain the consents of the\nlenders  signatories thereto to the repurchase of Securities as described above,\nshall not excuse a default by the  Company  under this  Article  Thirteen.  Such\nright to require the  repurchase of the  Securities  shall not continue  after a\ndischarge of the Company from its obligations  with respect to the Securities in\naccordance  with Article  Four,  unless a Repurchase  Event shall have  occurred\nprior to such discharge.\n\n\nSECTION 1302.  Notices; Method of Exercising Repurchase Right,\n               Etc.\n\n          (a) Unless the Company shall have  theretofore  called for  redemption\nall of the Outstanding Securities,  on or before the 30th calendar day after the\noccurrence of a Repurchase  Event,  the Company or, at the request (and expense)\nof the Company,  the Trustee,  shall mail to all Holders a notice (the  \"Company\nNotice\") of the occurrence of the Repurchase  Event and of the repurchase  right\nset forth herein arising as a result thereof.\n\n          Each notice of a repurchase right shall state:\n\n          (1)  the Repurchase Date,\n\n          (2)  the date by which the repurchase right must\n     be exercised,\n\n          (3)  the Repurchase Price, and\n\n          (4) a  description  of the  procedure  which a Holder  must  follow to\n     exercise a repurchase right.\n\n          No failure  of the  Company  to give the  foregoing  notices or defect\ntherein shall limit any Holder's right to exercise a repurchase  right or affect\nthe validity of the proceedings for the repurchase of Securities.\n\n          If any of the foregoing  provisions are  inconsistent  with applicable\nlaw, such law shall govern.\n\n          (b) To exercise a  repurchase  right,  a Holder  shall  deliver to the\nTrustee on or before the close of business on the second  Business  Day prior to\nthe Repurchase  Date (i) written notice of the Holder's  exercise of such right,\nwhich notice shall set forth the name of the Holder, the principal amount of the\nSecurities  to be  repurchased,  a statement  that an  election to exercise  the\nrepurchase right is being made thereby,  and (ii) the Securities with respect to\nwhich the repurchase right is being exercised, duly endorsed for transfer to the\nCompany.\nSuch written notice shall be irrevocable.\n\n          (c) In the event a repurchase  right shall be exercised in  accordance\nwith the terms hereof,  the Company shall pay or cause to be paid the Repurchase\nPrice in cash to the Holder on the  Repurchase  Date,  together with accrued and\nunpaid interest to the Repurchase Date payable with respect to the Securities as\nto  which  the  purchase  right  has been  exercised;  provided,  however,  that\ninstallments of interest that mature on or prior to the Repurchase Date shall be\npayable in cash to the Holders of such  Securities,  or one or more  predecessor\nSecurities,  registered as such at the close of business on the relevant Regular\nRecord Date according to the terms and provisions of Article Three.\n\n          (d) If any Security surrendered for repurchase shall not be so paid on\nthe  Repurchase  Date,  the principal  shall,  until paid,  bear interest to the\nextent permitted by applicable law from the Repurchase Date at the rate borne by\nthe Security  until the principal of such Security  shall have been paid or duly\nprovided for.\n\n          (e) Any  Security  which is to be  repurchased  only in part  shall be\nsurrendered to the Trustee (with, if the Company or the Trustee so requires, due\nendorsement by, or a written  instrument of transfer in form satisfactory to the\nCompany and the Trustee  duly  executed  by, the Holder  thereof or his attorney\nduly  authorized  in writing),  and the Company shall  execute,  and the Trustee\nshall  authenticate  and deliver to the Holder of such Security  without service\ncharge, a new Security or Securities, containing identical terms and conditions,\nof any  authorized  denomination  as  requested  by  such  Holder  in  aggregate\nprincipal amount equal to and in exchange for the  unrepurchased  portion of the\nprincipal of the Security so surrendered.\n\n          (f) Prior to the  Repurchase  Date, the Company shall deposit with the\nTrustee or with a Paying  Agent (or,  if the Company is acting as its own Paying\nAgent,  segregate  and hold in trust as provided  in Section  1003) an amount of\nmoney  sufficient to pay the Repurchase  Price of the Securities  that are to be\nrepaid on the Repurchase Date.\n\n\nSECTION 1303.  Definition of Repurchase Event.\n\n          For purposes of this Article Thirteen, a \"Repurchase Event\" shall be a\n\"Change of  Control,\"  which means any of the  following:  (1) the sale,  lease,\nconveyance or other  disposition  of all or  substantially  all of the Company's\nassets as an entirety or  substantially  as an entirety to any Person or \"group\"\n(within the meaning of Section  13(d)(3) of the Exchange Act) in one or a series\nof  transactions;  (2)  stockholders  of the Company  shall  approve any plan or\nproposal for the liquidation or dissolution of the Company;  (3) any transaction\nor series of transactions (as a result of a tender offer, merger,  consolidation\nor  otherwise)  that  results in any  Person,  including  a \"group\"  (within the\nmeaning of Section  13(d)(3) of the  Exchange  Act) that  includes  such Person,\nacquiring  \"beneficial  ownership\"  (as defined in Rule 13d-3 under the Exchange\nAct),  directly or indirectly,  of 50% or more of the aggregate  voting power of\nall  classes of Common  Equity of the  Company;  or (4)  individuals  who at the\nbeginning of any period of two consecutive  calendar years constituted the Board\nof Directors  (together  with any new directors  whose  election to the Board of\nDirectors or whose  nomination  for election by the Company's  stockholders  was\napproved  by a vote of at  least  two-thirds  of the  members  of the  Board  of\nDirectors at the beginning of such period or whose  election or  nomination  for\nelection  was  previously  so  approved)  cease for any reason to  constitute  a\nmajority of the members of the Board of Directors then in office.\n\n\n\n\n\n          This instrument may be executed in any number of counterparts, each of\nwhich so executed shall be deemed to be an original,  but all such  counterparts\nshall together constitute but one and the same instrument.\n\n\n\n\n\n          IN WITNESS  WHEREOF,  the parties hereto have caused this Indenture to\nbe duly executed,  and their  respective  corporate seals to be hereunto affixed\nand attested, all as of the day and year first above written.\n\n\n                              HEALTHSOUTH Rehabilitation\n                                                                     Corporation\n\n\n\n                              By \/s\/ ANTHONY J. TANNER\n                                -------------------------------------\n\n\nAttest:\n\n\/s\/ AARON BEAM, JR.\n- ---------------------------\n\n                              NATIONSBANK OF GEORGIA, NATIONAL\n                                       ASSOCIATION\n\n\n\n                              By  \/s\/ ELIZABETH T. TALLEY\n\n                                -------------------------------------\nAttest:\n\/s\/ SABRINA FULLER\n- ---------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7751],"corporate_contracts_industries":[9415,9438],"corporate_contracts_types":[9560,9566],"class_list":["post-41070","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-health__misc","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41070","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41070"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41070"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41070"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41070"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}