<PAGE>
                                                                    Exhibit 4.22



                                FORM OF INDENTURE

                       CORRECTIONS CORPORATION OF AMERICA


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

                                    INDENTURE

                          Dated as of ___________, 2006

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


                         U.S. BANK NATIONAL ASSOCIATION

                                     Trustee

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






<PAGE>




                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                    Indenture Section

<S>                                                                            <C>
310(a)(1).................................................................             7.10
   (a)(2).................................................................             7.10
   (a)(3).................................................................             N.A.
   (a)(4).................................................................             N.A.
   (a)(5).................................................................             7.10
   (b)....................................................................             7.10
   (c)....................................................................             N.A.
311(a)....................................................................             7.11
   (b)....................................................................             7.11
   (c)....................................................................             N.A.
312(a)....................................................................             2.06
   (b)....................................................................            12.03
   (c)....................................................................            12.03
313(a)....................................................................             7.06
   (b)(2).................................................................          7.06; 7.07
   (c)....................................................................         7.06; 12.02
   (d)....................................................................             7.06
314(a)....................................................................      4.03;12.02; 12.05
   (c)(1).................................................................            12.04
   (c)(2).................................................................            12.04
   (c)(3).................................................................             N.A.
   (e)....................................................................            12.05
   (f)....................................................................             N.A.
315(a)....................................................................             7.01
   (b)....................................................................          7.05,12.02
   (c)....................................................................             7.01
   (d)....................................................................             7.01
   (e)....................................................................             6.11
316(a) (last sentence)....................................................             2.09
   (a)(1)(A)..............................................................             6.05
   (a)(1)(B)..............................................................             6.04
   (a)(2).................................................................             N.A.
   (b)....................................................................             6.07
   (c)....................................................................             2.13
317(a)(1).................................................................             6.08
   (a)(2).................................................................             6.09
   (b)....................................................................             2.05
318(a)....................................................................            12.01
   (b)....................................................................             N.A.
   (c)....................................................................            12.01
</TABLE>


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page

<S>                                                                                                         <C>
                                 ARTICLE 1.
                        DEFINITIONS AND INCORPORATION
                                BY REFERENCE

Section 1.01     Definitions.................................................................................1
Section 1.02     Other Definitions...........................................................................7
Section 1.03     Incorporation by Reference of Trust Indenture Act...........................................7
Section 1.04     Rules of Construction.......................................................................7

                                 ARTICLE 2.
                               THE SECURITIES

Section 2.01     Issuable in Series..........................................................................8
Section 2.02     Establishment of Terms of Series of Securities..............................................8
Section 2.03     Execution and Authentication...............................................................11
Section 2.04     Registrar and Paying Agent.................................................................12
Section 2.05     Paying Agent to Hold Money in Trust........................................................12
Section 2.06     Holder Lists...............................................................................13
Section 2.07     Transfer and Exchange......................................................................13
Section 2.08     Replacement Securities.....................................................................13
Section 2.09     Outstanding Securities.....................................................................14
Section 2.10     Treasury Securities........................................................................14
Section 2.11     Temporary Securities.......................................................................14
Section 2.12     Cancellation...............................................................................15
Section 2.13     Defaulted Interest.........................................................................15
Section 2.14     Global Securities..........................................................................15
Section 2.15     CUSIP Numbers..............................................................................16

                                 ARTICLE 3.
                          REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee.........................................................................17
Section 3.02     Selection of Securities to Be Redeemed or Purchased........................................17
Section 3.03     Notice of Redemption.......................................................................18
Section 3.04     Effect of Notice of Redemption.............................................................19
Section 3.05     Deposit of Redemption or Purchase Price....................................................19
Section 3.06     Securities Redeemed or Purchased in Part...................................................19

                                 ARTICLE 4.
                                  COVENANTS

Section 4.01     Payment of Securities......................................................................19
Section 4.02     Maintenance of Office or Agency............................................................20
Section 4.03     Reports....................................................................................20
Section 4.04     Compliance Certificate.....................................................................21
Section 4.05     Taxes......................................................................................21
Section 4.06     Stay, Extension and Usury Laws.............................................................22
Section 4.07     Corporate Existence........................................................................22
</TABLE>

                                       i
<PAGE>


<TABLE>

<S>                                                                                                         <C>
                                 ARTICLE 5.
                                 SUCCESSORS

Section 5.01     Merger, Consolidation, or Sale of Assets...................................................22
Section 5.02     Successor Person Substituted...............................................................23

                                 ARTICLE 6.
                            DEFAULTS AND REMEDIES

Section 6.01     Events of Default..........................................................................23
Section 6.02     Acceleration...............................................................................25
Section 6.03     Other Remedies.............................................................................25
Section 6.04     Waiver of Past Defaults....................................................................25
Section 6.05     Control by Majority........................................................................26
Section 6.06     Limitation on Suits........................................................................26
Section 6.07     Rights of Holders of Securities to Receive Payment.........................................26
Section 6.08     Collection Suit by Trustee.................................................................27
Section 6.09     Trustee May File Proofs of Claim...........................................................27
Section 6.10     Priorities.................................................................................27
Section 6.11     Undertaking for Costs......................................................................28

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01     Duties of Trustee..........................................................................28
Section 7.02     Rights of Trustee..........................................................................29
Section 7.03     Individual Rights of Trustee...............................................................30
Section 7.04     Trustee's Disclaimer.......................................................................30
Section 7.05     Notice of Defaults.........................................................................30
Section 7.06     Reports by Trustee to Holders of the Securities............................................31
Section 7.07     Compensation and Indemnity.................................................................31
Section 7.08     Replacement of Trustee.....................................................................32
Section 7.09     Successor Trustee by Merger, etc...........................................................33
Section 7.10     Eligibility; Disqualification..............................................................33
Section 7.11     Preferential Collection of Claims Against Company..........................................33

                                 ARTICLE 8.
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance...................................33
Section 8.02     Legal Defeasance and Discharge.............................................................34
Section 8.03     Covenant Defeasance........................................................................34
Section 8.04     Conditions to Legal or Covenant Defeasance.................................................35
Section 8.05     Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions............................................................36
Section 8.06     Repayment to Company.......................................................................36
Section 8.07     Reinstatement..............................................................................37

                                 ARTICLE 9.
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Securities...................................................37
Section 9.02     With Consent of Holders of Securities......................................................39
Section 9.03     Compliance with Trust Indenture Act........................................................40
Section 9.04     Revocation and Effect of Consents..........................................................40
</TABLE>

                                       ii
<PAGE>


<TABLE>
<S>                                                                                                         <C>
Section 9.05     Notation on or Exchange of Securities......................................................40
Section 9.06     Trustee to Sign Amendments, etc............................................................41

                                 ARTICLE 10.
                                 GUARANTEES

Section 10.01    Guarantees.................................................................................41
Section 10.02    Limitation on Guarantor Liability..........................................................42
Section 10.03    Execution and Delivery of Security Guarantee...............................................42
Section 10.04    Guarantors May Consolidate, etc., on Certain Terms.........................................43
Section 10.05    Releases Following Sale of Assets..........................................................43

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01    Satisfaction and Discharge.................................................................44
Section 11.02    Application of Trust Money.................................................................45

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01    Trust Indenture Act Controls...............................................................45
Section 12.02    Notices....................................................................................45
Section 12.03    Communication by Holders of Securities with Other Holders of Securities....................46
Section 12.04    Certificate and Opinion as to Conditions Precedent.........................................47
Section 12.05    Statements Required in Certificate or Opinion..............................................47
Section 12.06    Rules by Trustee and Agents................................................................47
Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders...................48
Section 12.08    Governing Law..............................................................................48
Section 12.09    No Adverse Interpretation of Other Agreements..............................................48
Section 12.10    Successors.................................................................................48
Section 12.11    Severability...............................................................................48
Section 12.12    Counterpart Originals......................................................................48
Section 12.13    Table of Contents, Headings, etc...........................................................49
</TABLE>

                                      iii
<PAGE>


     INDENTURE dated as of ___________, 2006 between Corrections Corporation of
America, a Maryland corporation, the Guarantors (as defined) and U.S. Bank
National Association, as trustee.

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the Securities issued under this Indenture:

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

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

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

     "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

     "Authentication Order" means a written order signed in the name of the
Company by an Officer.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee thereof.

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

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means:

          (1) in the case of a corporation, corporate stock;

                                       1
<PAGE>

          (2) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (3) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.

     "Cash Equivalents" means:

          (1) United States dollars;

          (2) Government Securities having maturities of not more than one year
     from the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of six months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding one year and overnight bank
     deposits, in each case, with any lender party to the Old Credit Agreement
     or the New Credit Agreement or with any domestic commercial bank having
     capital and surplus in excess of $500.0 million and a Thomson Bank Watch
     Rating of "B" or better;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

          (5) commercial paper having the highest rating obtainable from Moody's
     Investors Service, Inc. or Standard & Poor's Rating Services and in each
     case maturing within one year after the date of acquisition; and

          (6) money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (5) of this
     definition.

     "Company" means Corrections Corporation of America, a Maryland corporation,
and any and all successors thereto.

     "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.02 hereof as
the Depositary with respect to the Securities, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Discount Security" means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02.

                                       2
<PAGE>

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession as amended and/or modified from time to time.

     "Global Securities" means a Security or Securities, as the case may be, in
the form established pursuant to Section 2.02 evidencing all or part of a Series
of Securities, issued to the Depositary for such Series or its nominee, and
registered in the name of such Depositary or nominee.

     "Government Securities" means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities), and
additionally, in respect of any Series of Securities denominated in other than
United States dollars, securities issued or directly and fully guaranteed or
insured by the government in whose currencies such Series of Securities are
denominated (which in the case of the Euro shall be deemed to include any
government whose functional currency is the Euro).

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantors" means each of:

          (1) the guarantors listed on the signature pages hereto; and

          (2) any other Subsidiary that executes a Security Guarantee in
     accordance with the provisions of this Indenture,

and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements; and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates.

     "Holder" means a Person in whose name a Security is registered.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

          (1) in respect of borrowed money;



                                       3
<PAGE>

          (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property, except any such balance that constitutes an accrued
     expense or trade payable; or

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date will be:

          (1) the accreted value of the Indebtedness, in the case of any
     Indebtedness issued with original issue discount;

          (2) the principal amount of the Indebtedness, together with any
     interest on the Indebtedness that is more than 30 days past due, in the
     case of any other Indebtedness; and

          (3) with respect to Hedging Obligations, the amount of Indebtedness
     required to be recorded as a liability in accordance with GAAP.

     "Indenture" means this instrument as amended and supplemented from time to
time by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular Series
of Securities established as contemplated by Section 2.02; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, "Indenture" shall mean, with respect to any one or more Series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the or those particular Series
of Securities for which such Person is Trustee established as contemplated by
Section 2.02, exclusive, however, of any provisions or terms which relate solely
to other Series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become Trustee but to which such Person, as
such Trustee, was not a party.

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

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or in Boston, Massachusetts or at a place
of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment


                                       4
<PAGE>

may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for the intervening
period.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

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

     "New Credit Agreement" means the credit agreement that the Company intends
to enter into with Wachovia Bank, National Association, as administrative agent,
and certain lenders and other parties thereto, and any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, in each case as amended (and/or amended and restated),
modified, renewed, refunded, replaced or refinanced from time to time, in whole
or in part, with the same or different lenders (including, without limitation,
any amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05
hereof.

     "Old Credit Agreement" means that certain Third Amended and Restated Credit
Agreement dated May 3, 2002, by and among the Company and Lehman Commercial
Paper Inc. and other parties thereto, as amended and restated from time to time,
including that certain Seventh Amendment and Consent to the Third Amended and
Restated Credit Agreement, dated March 8, 2005, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, to be entered into on or prior to the date of this
Indenture, and in each case as amended (and/or amended and restated), modified,
renewed, refunded, replaced or refinanced from time to time, in whole or in
part, with the same or different lenders (including, without limitation, any
amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

                                       5
<PAGE>

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

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

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee (or any successor group
of the Trustee) with direct responsibility for the administration of this
Indenture and, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

     "SEC" means the Securities and Exchange Commission.

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

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Guarantee" means the guarantee of any Series of Securities by a
Guarantor under Article 10.

     "Series" or "Series of Securities" means each series of debentures, notes
or other debt instruments of the Company created pursuant to Sections 2.01 and
2.02 hereof.

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

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person:

          (1) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees of the corporation, association
     or other business entity is at the time owned or controlled, directly or
     indirectly, by that Person or one or more of the other Subsidiaries of that
     Person (or a combination thereof); and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are that Person or one or more
     Subsidiaries of that Person (or any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

                                       6
<PAGE>

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

     "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                    Defined in
Term                                                                                  Section
----                                                                                ----------
<S>                                                                                 <C>
"Covenant Defeasance"...........................................................       8.03
"Event of Default"..............................................................       6.01
"Legal Defeasance"..............................................................       8.02
"Paying Agent"..................................................................       2.04
"Registrar".....................................................................       2.04
</TABLE>


Section 1.03 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Securities;

     "indenture security Holder" means a Holder of a Security;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Securities means the Company and any successor obligor
upon the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.04 Rules of Construction.

                                       7
<PAGE>

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

          (5) "will" shall be interpreted to express a command;

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

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

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01 Issuable in Series.

     The aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more Series. All Securities of a Series shall be identical except as may be
set forth in the Board Resolution, supplemental indenture or Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. All Series of Securities
shall be entitled to the benefits of the Indenture, provided that Securities may
differ between Series in respect of any matters as provided by the Board
Resolution, supplemental indenture or Officers' Certificate detailing the
adoption of the terms thereof pursuant to the authority granted under a Board
Resolution.

Section 2.02 Establishment of Terms of Series of Securities.

     At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.02(a) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.02(b) through 2.02(v)) by a
Board Resolution, a supplemental indenture or an Officers' Certificate pursuant
to authority granted under a Board Resolution:

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



                                       8
<PAGE>

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

     (c) any limit upon the aggregate principal amount of the Securities of the
Series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the Series pursuant to Section
2.07, 2.08, 2.11, 3.06 or 9.05);

     (d) the date or dates or the method by which such date or dates will be
determined on which the principal of the Securities of the Series is payable;

     (e) the rate or rates (which may be fixed or variable) per annum or, if
applicable, the method used to determine such rate or rates, at which the
Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date and the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of
twelve 30-day months;

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

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

     (h) the obligation, if any, of the Company to redeem or purchase the
Securities of the Series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of
the Series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

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

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

     (k) the forms of the Securities of the Series and whether the Securities
will be issuable as Global Securities;

     (l) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02;

     (m) if other than United States dollars, the currency of denomination of
the Securities of the Series;

     (n) if other than United States dollars, the designation of the currency,
currencies or currency units in which payment of the principal of and interest,
if any, on the Securities of the Series will be made;

                                       9
<PAGE>

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

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

     (q) the provisions, if any, relating to any security provided for the
Securities of the Series;

     (r) the provisions, if any, relating to any guarantees of the Securities of
the Series;

     (s) any addition to or change in the Events of Default which applies to any
Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.02;

     (t) any addition to or change in the covenants set forth in Articles IV or
V which applies to Securities of the Series;

     (u) any other terms of the Securities of the Series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 9.01, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series);

     (v) any trustees, depositories, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein; and

     (w) the date as of which any temporary Global Security representing
Outstanding Securities of or within the Series shall be dated if other than the
date of original issuance of the first Security of the Series to be issued;

     (x) the applicability, if any, of Sections 8.02 and/or 8.03 to the
Securities of or within the Series and any provisions in modification of, in
addition to or in lieu of any of the provisions of Article Eight;

     (y) if the Securities of such Series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such
Series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such
certificates, documents or conditions;

     (z) if the Securities of or within the Series are to be issued upon the
exercise of debt warrants, the time, manner and place for such Securities to be
authenticated and delivered;

     (aa) whether and under what circumstances the Company will pay Additional
Amounts on the Securities of or within the Series to any Holder who is not a
United States person (including any modification to the definition of such term)
in respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such
Additional Amounts (and the terms of any such option);

     (bb) the obligation, if any, of the Company to permit the Securities of
such Series to be converted into or exchanged for common stock of the Company or
other Securities or property of the


                                       10
<PAGE>


Company and the terms and conditions upon which such conversion or exchange
shall be effected (including, without limitation, the initial conversion or
exchange price or rate, the conversion or exchange period, any adjustment of the
applicable conversion or exchange price or rate and any requirements relative to
the reservation of such shares for purposes of conversion or exchange);

     (cc) if convertible or exchangeable, any applicable limitations on the
ownership or transferability of the Securities or property into which such
Securities are convertible or exchangeable; and

     (dd) the applicability, if any, of Article 10 or the Security Guarantee to
the Securities of or within the Series and any provisions in modification, in
addition to or in lieu of any of the provisions of Article 10 or any Security
Guarantee.

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

Section 2.03 Execution and Authentication.

     An Officer must sign the Securities for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Security no longer holds that office
at the time a Security is authenticated, the Security will nevertheless be
valid.

     A Security will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Security has
been authenticated under this Indenture.

     The Trustee shall at any time, and from time to time, authenticate
Securities of a Series for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers' Certificate
described in Section 2.02 with respect to such Series upon receipt by the
Trustee of an Authentication Order. Such Authentication Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by the Board Resolution, supplemental
indenture hereto or Officers' Certificate described in Section 2.02 with respect
to such Series.

     The aggregate principal amount of Securities of any Series outstanding at
any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.02, except as provided in
Section 2.08.

     Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers' Certificate
establishing the form of the Securities of that Series or of Securities within
that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers' Certificate complying with Section 12.04,
and (c) an Opinion of Counsel complying with Section 12.04.



                                       11
<PAGE>

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


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

Section 2.04 Registrar and Paying Agent.

     The Company will maintain with respect to each Series of Securities at the
place or places specified with respect to such Series pursuant to Section 2.02
an office or agency where Securities of such Series may be presented for
registration of transfer or for exchange ("Registrar") and an office or agency
where Securities of such Series may be presented for payment ("Paying Agent").
The Registrar will keep a register of the Securities of such Series and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

     If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

Section 2.05 Paying Agent to Hold Money in Trust.

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


                                       12
<PAGE>

for such Series. Upon any bankruptcy or reorganization proceedings relating to
the Company, the Trustee will serve as Paying Agent for each Series of
Securities.

Section 2.06 Holder Lists.

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

Section 2.07 Transfer and Exchange.

     Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or
9.05).

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

Section 2.08 Replacement Securities.

     If any mutilated Security is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company will issue and the Trustee, upon receipt of
an Authentication Order, will authenticate a replacement Security of the same
Series if the Trustee's requirements are met. If required by the Trustee or the
Company, an affidavit of loss and indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Security is replaced. The Company may charge for its
expenses in replacing a Security.

                                       13
<PAGE>

     Every replacement Security is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities of the same Series duly issued
hereunder.

Section 2.09 Outstanding Securities.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee in accordance with the provisions hereof, and those described in
this Section 2.09 as not outstanding. Except as set forth in Section 2.10
hereof, a Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

     If a Security is replaced pursuant to Section 2.08 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

     If the principal amount of any Security is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such
Securities will be deemed to be no longer outstanding and will cease to accrue
interest.

     In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security
that shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02.

Section 2.10 Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, will be considered as though not outstanding, except
that for the purposes of determining whether the Trustee will be protected in
relying on any such direction, waiver or consent, only Securities of such Series
that the Trustee knows are so owned will be so disregarded.

Section 2.11 Temporary Securities.

     Until certificates representing Securities are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Securities. Temporary Securities will be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as may be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
will prepare and the Trustee will authenticate


                                       14
<PAGE>

definitive Securities of the same Series and date of maturity in exchange for
temporary Securities. After preparation of such definitive Securities, the
temporary Securities will be exchangeable for such definitive Securities upon
surrender of the temporary Securities.

     Holders of temporary Securities will be entitled to all of the benefits of
this Indenture.

Section 2.12 Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else will cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Securities (subject to the record retention requirements
of the Exchange Act). Certification of the destruction of all canceled
Securities will be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.13 Defaulted Interest.

     If the Company defaults in a payment of interest on the Securities of a
Series, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders of the Securities of such Series on a subsequent special record
date, in each case at the rate provided in such Series of Securities and in
Section 4.01 hereof. The Company will notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Security of such Series
and the date of the proposed payment. The Company will fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders of Securities
of such Series a notice that states the special record date, the related payment
date and the amount of such interest to be paid.

Section 2.14 Global Securities.

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

     (b) Transfer and Exchange. Notwithstanding any provisions to the contrary
contained in Section 2.07 of the Indenture and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.7 of the Indenture for
Securities of the Series with respect to which such Global Security was issued
registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that


                                       15
<PAGE>

such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depositary shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

     Except as provided in this Section 2.14(b), a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global
Security to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

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

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

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

     (e) Payments. Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.02, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.

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

Section 2.15 CUSIP Numbers.

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

                                       16
<PAGE>

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or in
the Board Resolution, supplemental indenture or Officer's Certificate described
in Section 2.02 with respect to such Series. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Securities pursuant to the terms
of such Securities, it must furnish to the Trustee, at least 30 days but not
more than 60 days before a redemption date, an Officers' Certificate setting
forth:

          (1) the term of the applicable Series of Securities pursuant to which
     the redemption shall occur;

          (2) the redemption date;

          (3) the principal amount of Securities of such Series to be redeemed;
     and

          (4) the redemption price.

Section 3.02 Selection of Securities to Be Redeemed or Purchased.

     Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers' Certificate, if less than all of the
Securities of a Series are to be redeemed or purchased in an offer to purchase
at any time, the Trustee will select Securities of such Series for redemption or
purchase as follows:

          (1) if the Securities of such Series are listed on any national
     securities exchange, in compliance with the requirements of the principal
     national securities exchange on which the Securities of such Series are
     listed; or

          (2) if the Securities of such Series are not listed on any national
     securities exchange, on a pro rata basis (based on amounts tendered), by
     lot or by such method as the Trustee shall deem fair and appropriate.

     In the event of partial redemption or purchase by lot, the Securities of a
Series to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Securities of such Series not
previously called for redemption or purchase.

     The Trustee will promptly notify the Company in writing of the Securities
selected for redemption or purchase and, in the case of any Security selected
for partial redemption or purchase, the principal amount thereof to be redeemed
or purchased. Securities and portions of Securities selected will be in amounts
of the minimum authorized denomination for Securities of that Series or integral
multiples


                                       17
<PAGE>

thereof; except that if all of the Series of Securities of a Holder are to be
redeemed or purchased, the entire outstanding amount of such Securities held by
such Holder, even if not an integral multiple of the minimum authorized
denomination, shall be redeemed or purchased. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities called
for redemption or purchase also apply to portions of Securities called for
redemption or purchase.

Section 3.03 Notice of Redemption.

     Unless otherwise indicated for a particular Series of Securities by a Board
Resolution, a supplemental indenture or an Officers' Certificate, at least 30
days but not more than 60 days before a redemption date, the Company will mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Securities are to be redeemed at its registered address, except
that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the Securities
or a satisfaction and discharge of such Securities and this Indenture pursuant
to Articles 8 or 11 of this Indenture.

     The notice will identify the Securities of the Series to be redeemed and
will state:

          (1) the redemption date;

          (2) the redemption price;

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

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

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

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

          (7) the Section of the Securities of the Series and/or Section of this
     Indenture applicable to such Series pursuant to which the Securities of the
     Series called for redemption are being redeemed; and

          (8) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the
     Securities of the Series.

     At the Company's request, the Trustee will give the notice of redemption in
the Company's name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.



                                       18
<PAGE>

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities of a Series called for redemption become irrevocably due and payable
on the redemption date at the redemption price. A notice of redemption may not
be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

     Prior to 10:00 a.m. New York City time on the relevant redemption or
purchase date, the Company will deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
interest, if any, on all Securities to be redeemed or purchased on that date.
The Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest, if any, on, all Securities to be redeemed or purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Securities or the portions of Securities called for redemption or purchase. If a
Security is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Security was registered at the
close of business on such record date. If any Security called for redemption or
purchase is not so paid upon surrender for redemption or purchase because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Securities and in
Section 4.01 hereof.

Section 3.06 Securities Redeemed or Purchased in Part.

     Upon surrender of a Security that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Security of
the same Series equal in principal amount to the unredeemed or unpurchased
portion of the Security surrendered.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01 Payment of Securities.

     The Company will pay or cause to be paid the principal of, premium, if any,
and interest, on each Series of Securities on the dates and in the manner
provided for the Securities of such Series by the Board Resolution, supplemental
indenture or Officer's Certificate establishing the terms of such Series.
Principal, premium, if any, and interest will be considered paid on the date due
if the Paying Agent, if


                                       19
<PAGE>

other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern
Time on the due date money deposited by the Company in immediately available
funds in U.S. Legal Tender and designated for and sufficient to pay all
principal, premium, if any, and interest then due. If the Company or Subsidiary
is acting as Paying Agent, the Company shall, prior to 10:00 a.m. New York City
time on the due date, segregate and hold in trust U.S. Legal Tender sufficient
to make payments of principal, premium and interest due on such date.

     Unless otherwise indicated for a Series of Securities in the Board
Resolution, supplemental indenture or Officer's Certificate described in Section
2.02, the Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal, and on overdue
installments of interest (without regard to any applicable grace period), at the
rate equal to 1% per annum in excess of the then applicable interest rate on
each Series of Securities to the extent lawful. Notwithstanding anything to the
contrary contained in this Indenture, the Company may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments
hereunder.

Section 4.02 Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee, being U.S.
Bank National Association, located at 100 Wall Street, New York, New York 10005,
or an affiliate of the Trustee, Registrar or co-registrar) where Securities of
each Series may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of Securities of
each Series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

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

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.04 hereof.

Section 4.03 Reports.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as Securities of any Series are outstanding, the Company will file a copy
of all of the information and reports referred to in clauses (1) and (2) below
with the SEC for public availability within the time periods specified in the
SEC's rules and regulations:



                                       20
<PAGE>

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
     the Company were required to file such forms, and, with respect to the
     annual information only, a report thereon by the Company's certified
     independent accountants; and

          (2) all current reports that would be required to be filed with the
     SEC on Form 8-K if the Company were required to file such reports.

If the SEC will not accept a filing referred to above, then the Company will
furnish such information and reports to the Trustee and Holders within 15 days
of the time periods specified in the SEC's rules and regulations, and make such
information available to prospective investors upon request. The Company will at
all times comply with TIA Section 314(a).

     (b) The Trustee shall not be under a duty to review or evaluate any report
or information delivered to the Trustee pursuant to the provisions of this
Section 4.03 for the purposes of making such reports available to it and to the
Holders of Securities of any Series who may request such information. Delivery
of such reports, information and documents to the Trustee as may be required
under this Section 4.03 is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

Section 4.04 Compliance Certificate.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to his or her knowledge after due inquiry the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to his or
her knowledge after due inquiry no event has occurred and remains in existence
by reason of which payments on account of the principal of or interest, if any,
on the Securities of any Series is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

     (b) So long as any of the Securities of any Series are outstanding, the
Company will deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05 Taxes.



                                       21
<PAGE>

     The Company will pay, and will cause each of its Subsidiaries to pay, prior
to delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders of the Securities of any Series.

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Subsidiaries, in accordance with the respective
     organizational documents (as the same may be amended from time to time) of
     the Company or any such Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of the
     Company and its Subsidiaries; provided, however, that the Company shall not
     be required to preserve any such right, license or franchise, or the
     corporate, partnership or other existence of any of its Subsidiaries, if
     the Board of Directors shall determine that the preservation thereof is no
     longer desirable in the conduct of the business of the Company and its
     Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
     any material respect to the Holders of the Securities of any Series.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

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

          (1) the Successor Person (if any) is a corporation, partnership, trust
     or other entity organized and validly existing under the laws of any U.S.
     domestic jurisdiction and expressly assumes the Company's obligations on
     the Securities and under this Indenture; and



                                       22
<PAGE>

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

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

Section 5.02 Successor Person Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the Successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the Successor Person and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
Successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all
of the Company's assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     "Event of Default," wherever used herein with respect to Securities of any
Series, means any one of the following events, subject to any modifications,
deletions or additions relating to any Series of Securities, as provided in the
establishing Board Resolution, supplemental indenture or Officers' Certificate
for such Series:

          (1) the Company defaults for 30 days in the payment when due of
     interest on, any Security of that Series;

          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on any
     Security of that Series;

          (3) the Company fails to observe or perform any covenant,
     representation, warranty or other agreement in this Indenture (other than a
     covenant or warranty that has been included in this Indenture solely for
     the benefit of Series of Securities other than that Series) or the
     Securities of that Series for 60 consecutive days after notice to the
     Company by the Trustee or the Holders of Securities of that Series of at
     least 25% in aggregate principal amount of such Securities then outstanding
     voting as a single class;

          (4) a default occurs under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money


                                       23
<PAGE>

borrowed by the Company or any of its Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness
or guarantee now exists, or is created after the date of this Indenture, if that
default:

          (A) is caused by a failure to pay principal of, or interest or
     premium, if any, on such Indebtedness prior to the expiration of the grace
     period provided in such Indebtedness on the date of such default (a
     "Payment Default"); or

          (B) results in the acceleration of such Indebtedness prior to its
     express maturity,

          and, in each case, the principal amount of any such Indebtedness,
     together with the principal amount of any other such Indebtedness under
     which there has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $25.0 million or more;

     (5) the Company or any Subsidiary that is a Significant Subsidiary or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

          (A) commences a voluntary case,

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

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

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

          (E) generally is not paying its debts as they become due; or

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

          (A) is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

          (B) appoints a custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (C) orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or



                                       24
<PAGE>

          (7) any other Event of Default with respect to Securities of that
     Series, which is specified in a Board Resolution, a supplemental indenture
     hereto or an Officers' Certificate, in accordance with Section 2.02(s).

Section 6.02 Acceleration.

     In the case of an Event of Default with respect to Securities of any Series
at the time outstanding specified in clause (5) or (6) of Section 6.01 hereof,
with respect to the Company, any Subsidiary that is a Significant Subsidiary or
any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, all outstanding Securities of such Series shall become due and
payable immediately without further action or notice. If any other Event of
Default with respect to Securities of any Series at the time outstanding occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Securities of such Series may declare all the
Securities of such Series to be due and payable immediately.

     Upon any such declaration, the Securities of such Series shall become due
and payable immediately. The Holders of a majority in aggregate principal amount
of the then outstanding Securities of such Series by written notice to the
Trustee may on behalf of all of the Holders of Securities of such Series rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
Securities of such Series (except nonpayment of principal, interest or premium
that has become due solely because of the acceleration) have been cured or
waived.

Section 6.03 Other Remedies.

     If an Event of Default with respect to Securities of any Series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on the Securities of such
Series or to enforce the performance of any provision of the Securities of such
Series or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of such Series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Security of any Series in
exercising any right or remedy accruing upon an Event of Default with respect to
Securities of such Series shall not impair the right or remedy or constitute a
waiver of or acquiescence in such Event of Default. All remedies are cumulative
to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Securities of a Series by notice to the Trustee may on behalf
of the Holders of all of the Securities of such Series waive an existing Default
or Event of Default with respect to such Series and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium, if any, or interest on, the Securities of such Series (including in
connection with any offer to purchase); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Securities of
such Series may rescind an acceleration and its consequences, including any
related payment


                                       25
<PAGE>

default that resulted from such acceleration. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding
Securities of a Series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it with respect to the Securities of such Series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Securities of such Series or that may involve the
Trustee in personal liability. The Trustee shall be entitled to take any other
action deemed proper by the Trustee which is not inconsistent with such
direction or this Indenture.

Section 6.06 Limitation on Suits.

     A Holder of a Security of any Series may pursue a remedy with respect to
this Indenture or the Securities of that Series only if:

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

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities of that Series make a written request to the Trustee
     to pursue the remedy;

          (3) such Holder of a Security of that Series or Holders of Securities
     of that Series offer and, if requested, provide to the Trustee indemnity
     satisfactory to the Trustee against any loss, liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

          (5) during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Securities of that Series do not give the
     Trustee a written direction inconsistent with the request.

     A Holder of a Security may not use this Indenture to prejudice the rights
of another Holder of a Security of the same Series or to obtain a preference or
priority over another Holder of a Security of the same Series.

Section 6.07 Rights of Holders of Securities to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of any Series to receive payment of principal, premium, if
any, and interest on a Security of that Series, on


                                       26
<PAGE>

or after the respective due dates expressed in the Security of that Series
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default with respect to Securities of any Series specified
in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal of, premium, if any, and interest
remaining unpaid on the Securities of that Series and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any Series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of any
Series), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any Series or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

                                       27
<PAGE>

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

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Securities pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Security
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities of any Series.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default with respect to any Series of Securities has
occurred and is continuing, the Trustee will exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

     (b) Except during the continuance of an Event of Default with respect to
any Series of Securities:

          (1) the duties of the Trustee will be determined solely by the express
     provisions of this Indenture and the Trustee need perform only those duties
     that are specifically set forth in this Indenture and no others, and no
     implied covenants or obligations shall be read into this Indenture against
     the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of any such certificates or opinions which by any provisions
     hereof are specifically required to be furnished to the Trustee, the
     Trustee will examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture.



                                       28
<PAGE>

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

          (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

          (2) the Trustee will not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (3) the Trustee will not be liable with respect to any action it takes
     or omits to take in good faith in accordance with a direction received by
     it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders of a Series of Securities, unless such Holders have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

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

Section 7.02 Rights of Trustee.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee will not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by an
Officer of the Company.

     (f) The Trustee will be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of a Series of Securities unless such


                                       29
<PAGE>

Holders have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.

     (g) The Trustee shall not be deemed to have notice of any Default or Event
of Default with respect to any Series of Securities unless a Responsible Officer
of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default or Event of Default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Series Securities governed by this Indenture with respect to which such
Default or Event of Default relates.

     (h) The rights, privileges, immunities and benefits given to the Trustee
hereunder, including without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed by the Trustee
consistent with the terms of this Indenture to act hereunder.

     (i) Any permissive right or authority granted to the Trustee shall not be
construed as a mandatory duty.

Section 7.03 Individual Rights of Trustee.

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

Section 7.04 Trustee's Disclaimer.

     The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities of any Series, it
shall not be accountable for the Company's use of the proceeds from the
Securities of any Series or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, it will not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it will not be responsible for any statement or recital herein or
any statement in the Securities of any Series or any other document in
connection with the sale of the Securities of any Series or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

     If a Default or Event of Default with respect to any Series of Securities
of such Series occurs and is continuing and if it is known to the Trustee, the
Trustee will mail to Holders of Securities of such Series a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on a Security of any Series, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in


                                       30
<PAGE>

good faith determines that withholding the notice is in the interests of the
Holders of the Securities of such Series.

Section 7.06 Reports by Trustee to Holders of the Securities.

     (a) Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Securities of any Series remain
outstanding, the Trustee will mail to the Holders of the Securities of such
Series a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also will comply with TIA Section 313(b)(2). The
Trustee will also transmit by mail all reports as required by TIA Section
313(c).

     (b) A copy of each report at the time of its mailing to the Holders of
Securities of any Series will be mailed by the Trustee to the Company and filed
by the Trustee with the SEC and each stock exchange on which the Securities of
such Series are listed in accordance with TIA Section 313(d). The Company will
promptly notify the Trustee when the Securities of any Series are listed on any
stock exchange.

Section 7.07 Compensation and Indemnity.

     (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder as the
Company and Trustee shall from time to time agree in writing. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     (b) The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith or willful misconduct. The Trustee will notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company will not relieve the Company of its obligations
hereunder. The Company will defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

     (c) The obligations of the Company under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.

     (d) To secure the Company's payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Securities of each Series on all money or
property held or collected by the Trustee,



                                       31
<PAGE>

except that held in trust to pay principal and interest on particular Securities
of a Series. Such Lien will survive the satisfaction and discharge of this
Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

Section 7.08 Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor
Trustee with respect to the Securities of one or more Series will become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section 7.08.

     (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Securities of a Series may remove
the Trustee with respect to such Series by so notifying the Trustee and the
Company in writing. The Company may remove the Trustee with respect to the
Securities of one or more Series if:

          (1) the Trustee fails to comply with Section 7.10 hereof;

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

          (3) a custodian or public officer takes charge of the Trustee or its
     property; or

          (4) the Trustee becomes incapable of acting.

     (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason with respect to the Securities of one or more
Series, the Company will promptly appoint a successor Trustee with respect to
the Securities of that or those Series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such Series and that at any time there shall be only one Trustee with
respect to the Securities of any Series). Within one year after a successor
Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Securities of a Series may appoint a successor Trustee with respect
to such Series to replace the successor Trustee for such Series appointed by the
Company.

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

     (e) If the Trustee for a Series, after written request by any Holder of
Securities of such Series who has been a Holder of Securities of such Series for
at least six months, fails with respect to such Series to comply with Section
7.10, such Holder may petition any court of competent jurisdiction for the
removal of the Trustee for such Series and the appointment of a successor
Trustee for such Series.



                                       32
<PAGE>

     (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders of each Series of Securities for which it acts as Trustee. The
retiring Trustee will promptly transfer all property held by it as Trustee to
the successor Trustee, provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 hereof will continue for the benefit of
the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture will always have a Trustee who satisfies the requirements of
TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11 Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     If, pursuant to Section 2.02, provision is made for either or both of (a)
defeasance of the Securities of or within a Series under Section 8.02 or (b)
covenant defeasance of the Securities of or within a Series under Section 8.03
to be applicable to the Securities of a Series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to
Section 2.02 with respect to the Securities of such Series), shall be applicable
to the Securities of such Series, and the Company may, at the option of the
Board of Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to


                                       33
<PAGE>

have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities
of such Series upon compliance with the conditions set forth below in this
Article 8.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Securities of a
Series on the date the conditions set forth below are satisfied with respect to
the Securities of such Series (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that the Company will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of
such Series, which will thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under the Securities of such Series and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

          (1) the rights of Holders of outstanding Securities of such Series to
     receive payments in respect of the principal of, or interest or premium, if
     any, on such Securities when such payments are due from the trust referred
     to in Section 8.04 hereof;

          (2) the Company's obligations with respect to the Securities of such
     Series under Article 2 and Section 4.02 hereof;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's obligations in connection therewith; and

          (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 with respect to Securities of a Series
notwithstanding the prior exercise of its option under Section 8.03 hereof with
respect to Securities of such Series.

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from each of
their obligations under the covenants contained in Sections 4.3 and 4.4, as well
as any additional covenants contained in a supplemental indenture hereto for a
particular Series of Securities, with respect to the outstanding Securities of a
Series on and after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities of such
Series shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders of Securities of
such Series (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that the Securities of such Series will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding


                                       34
<PAGE>

Securities of such Series, the Company may omit to comply with and will have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply will not constitute a Default or an Event of Default with respect to
Securities of such Series under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and the Securities of such Series will be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of Securities of a Series, cash in such
     currency, currencies or currency units in which such Securities are then
     specified as payable at Stated Maturity, non-callable Government
     Securities, or a combination thereof, in such amounts as will be
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants, to pay the principal of, premium, if any, and interest
     on the outstanding Securities of such Series on the stated date for payment
     thereof or on the applicable redemption date, as the case may be, and the
     Company must specify whether the Securities of such Series are being
     defeased to maturity or to a particular redemption date;

          (2) in the case of an election under Section 8.02 hereof, the Company
     has delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that:

               (A) the Company has received from, or there has been published
          by, the Internal Revenue Service a ruling; or

               (B) since the date of this Indenture, there has been a change in
          the applicable federal income tax law,

          in either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, the Holders of the outstanding Securities
          of such Series will not recognize income, gain or loss for federal
          income tax purposes as a result of such Legal Defeasance and will be
          subject to federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such Legal
          Defeasance had not occurred;

          (3) in the case of an election under Section 8.03 hereof, the Company
     must deliver to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders of the
     outstanding Securities of such Series will not recognize income, gain or
     loss for federal income tax purposes as a result of such Covenant
     Defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such Covenant Defeasance had not occurred;



                                       35
<PAGE>

          (4) no Default or Event of Default with respect to Securities of such
     Series shall have occurred and be continuing on the date of such deposit
     (other than a Default or Event of Default with respect to Securities of
     such Series resulting from the borrowing of funds to be applied to such
     deposit);

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

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

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

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of a Series will be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities of such Series and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of the Securities of such Series of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

     The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of an outstanding Series
of Securities.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.



                                       36
<PAGE>

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

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or other currency or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and each applicable Series of Securities will be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Series of Securities following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Series of Securities to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Securities.

     Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee
may amend or supplement this Indenture or any Series of Securities without the
consent of any Holder of Securities:

          (1) to evidence the succession of another Person to the Company or a
     Guarantor and the assumption by any such successor of the covenants of the
     Company or such Guarantor herein, in any Security Guarantee and in the
     Securities contained; provided that such succession is otherwise in
     compliance with this Indenture and applicable law;

          (2) to add to the covenants of the Company or any Guarantor for the
     benefit of the Holders of all or any Series of Securities (and, if such
     covenants are to be for the benefit of less than all Series of Securities,
     stating that such covenants are expressly being included solely for the
     benefit of such Series) or to surrender any right or power herein conferred
     upon the Company or any Guarantor;



                                       37
<PAGE>

          (3) to add any additional Events of Default for the benefit of the
     Holders of all or any Series of Securities (and if such Events of Default
     are to be for the benefit of less than all Series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such Series); provided, however, that in respect of any such
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those Series
     of Securities to which such additional Events of Default apply to waive
     such default;

          (4) to permit or facilitate the issuance of Securities in
     uncertificated form, provided that any such action shall not adversely
     affect the interest of the Holders of Securities of any Series in any
     material respect;

          (5) to add to, change or eliminate any of the provisions of this
     Indenture or any Guarantee in respect of any Series of Securities, provided
     that any such addition, change or elimination shall (i) neither (A) apply
     to any Security of any Series created prior to the execution of such
     supplemental indenture and entitled to the benefit of such provision, nor
     (B) modify the rights of the Holder of any such Security with respect to
     such provision; or (ii) become effective only when there is no Security
     Outstanding;

          (6) to secure the Securities of any Series;

          (7) to establish the form or terms of Securities of any Series as
     permitted by Sections 2.01 and 2.02, including the provisions and
     procedures relating to Securities convertible into or exchangeable for
     other securities or property of the Company;

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more Series and to add or change any of the provisions of the Indenture or
     any Guarantee as shall be reasonable and necessary solely to provide for or
     facilitate the administration of the trusts hereunder by more than one
     Trustee; provided that such succession is otherwise in compliance with this
     Indenture and applicable law;

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

          (10) to provide for uncertificated Securities in addition to or in
     place of certificated Securities or to alter the provisions of Article 2
     hereof (including the related definitions) in a manner that does not
     materially adversely affect any Holder of any Series of Securities;

          (11) to provide for the assumption of the Company's obligations to the
     Holders of each Series of Securities by a successor to the Company pursuant
     to Article 5 hereof;

          (12) to make any change that would provide any additional rights or
     benefits to the Holders of each Series of Securities or that does not
     adversely affect the legal rights hereunder of any Holder of any Series of
     Securities; or

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



                                       38
<PAGE>

     Upon the request of the Company accompanied by a resolution of the Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Securities.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture and the Securities of an affected Series
with the consent of the Holders of at least a majority in principal amount of
the Securities of such affected Series then outstanding, voting as a separate
class, (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Securities of each
affected Series). Subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default with respect to a Series of Securities (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Securities of such Series, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Securities of such Series may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities of such Series voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Securities of such Series). Section 2.08 hereof shall determine which Securities
are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities of each required Series as aforesaid, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental Indenture.

     It is not be necessary for the consent of the Holders of Securities of any
Series under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it is sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Securities of each Series
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
will not, however, in any way impair or affect the validity of any such amended
or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof,
the Holders of a majority in aggregate principal amount of the Securities of any
Series then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to such Series or such Series of Securities. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Securities held by a non-consenting Holder):



                                       39
<PAGE>

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

          (2) reduce the principal of or change the fixed maturity of any
     Security or alter or waive any of the provisions with respect to the
     redemption of the Securities;

          (3) reduce the rate of or change the time for payment of interest,
     including default interest, on any Security;

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

          (5) make any Security payable in currency other than that stated in
     the Securities;

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

          (7) waive a redemption payment, if any, with respect to any Securities
     or change any of the provisions with respect to the redemption of any
     Securities; or

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

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Securities will be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security thereafter authenticated. If the Company so
determines, the Company in exchange for all


                                       40
<PAGE>

Securities of a Series may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Securities of such Series that reflect
the amendment, supplement or waiver.

     Failure to make the appropriate notation or issue a new Security will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                                   GUARANTEES

Section 10.01 Guarantees.

     (a) If, pursuant to Section 2.02, provision is made for the Guarantee of
the Securities of a Series, then subject to this Article 10, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Security of such Series authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Securities of such Series or the
obligations of the Company hereunder or thereunder, that:

          (1) the principal of, premium, and interest on such Securities will be
     promptly paid in full when due, whether at maturity, by acceleration,
     redemption or otherwise, and interest on the overdue principal of and
     interest on such Securities, if any, if lawful, and all other obligations
     of the Company to the Holders of Securities of such Series or the Trustee
     hereunder or thereunder will be promptly paid in full or performed, all in
     accordance with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any such
     Securities or any of such other obligations, that same will be promptly
     paid in full when due or performed in accordance with the terms of the
     extension or renewal, whether at stated maturity, by acceleration or
     otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Securities or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Securities with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing


                                       41
<PAGE>

of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that the Security Guarantee will not be
discharged except by complete performance of the obligations contained in such
Securities and this Indenture.

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

     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of the Security Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of the Security Guarantee. The Guarantors will have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Security Guarantee.

Section 10.02 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Securities, each Holder, hereby
confirms that it is the intention of all such parties that the Security
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Security Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Security Guarantee and this
Article 10 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Security Guarantee not constituting a fraudulent transfer or
conveyance.

Section 10.03 Execution and Delivery of Security Guarantee.

     To evidence its Security Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Security Guarantee will be
endorsed by an Officer of such Guarantor on each Security of a guaranteed Series
authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers.

     Each Guarantor hereby agrees that its Security Guarantee set forth in
Section 10.01 will remain in full force and effect notwithstanding any failure
to endorse on each Security of a guaranteed Series a notation of such Security
Guarantee.

     If an Officer whose signature is on this Indenture or on the Security
Guarantee no longer holds that office at the time the Trustee authenticates the
Security on which a Security Guarantee is endorsed, the Security Guarantee will
be valid nevertheless.



                                       42
<PAGE>

     The delivery of any Security of a guaranteed Series by the Trustee, after
the authentication thereof hereunder, will constitute due delivery of the
Security Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

          (1) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (2) subject to Section 10.05 hereof, the Person acquiring the property
     in any such sale or disposition or the Person formed by or surviving any
     such consolidation or merger unconditionally assumes all the obligations of
     that Guarantor, pursuant to a supplemental indenture in form and substance
     reasonably satisfactory to the Trustee, under the Securities of a
     guaranteed Series, this Indenture and the Security Guarantee on the terms
     set forth herein or therein.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Security Guarantee endorsed upon the Securities of a guaranteed Series and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Security Guarantees to be endorsed upon all of the
Securities of a guaranteed Series issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Security
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Security Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such
Security Guarantees had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, nothing contained in this
Indenture or in any of the Securities will prevent any consolidation or merger
of a Guarantor with or into the Company or another Guarantor, or will prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

Section 10.05 Releases Following Sale of Assets.

     In the event of any sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition of all to the Capital Stock of any Guarantor, in
each case to a Person that is not (either before or after giving effect to such
transactions) a wholly-owned Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Security Guarantee; provided that the net proceeds
of such sale or other disposition are applied in accordance with applicable
provisions of this Indenture, if any. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, the Trustee


                                       43
<PAGE>

will execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Security Guarantee.

     Any Guarantor not released from its obligations under its Security
Guarantee will remain liable for the full amount of principal of and interest on
the Securities of a Series that it has guaranteed and for the other obligations
of any Guarantor of Securities of a Series that it has guaranteed under this
Indenture as provided in this Article 10.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Securities of a Series issued hereunder, when:

          (1) either:

               (a) all Securities of such Series that have been authenticated
          (except lost, stolen or destroyed Securities that have been replaced
          or paid and Securities for whose payment money has theretofore been
          deposited in trust and thereafter repaid to the Company) have been
          delivered to the Trustee for cancellation; or

               (b) all Securities of such Series that have not been delivered to
          the Trustee for cancellation have become due and payable by reason of
          the making of a notice of redemption or otherwise or will become due
          and payable within one year and the Company has irrevocably deposited
          or caused to be deposited with the Trustee as trust funds in trust
          solely for the benefit of the Holders of such Series, cash in U.S.
          dollars, non-callable Government Securities, or a combination thereof,
          in such amounts as will be sufficient without consideration of any
          reinvestment of interest to pay and discharge the entire indebtedness
          on the Securities of such Series not delivered to the Trustee for
          cancellation for principal, premium, if any, and accrued interest to
          the date of maturity or redemption;

          (2) no Default or Event of Default has occurred and is continuing on
     the date of such deposit or will occur as a result of such deposit and such
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company is a party or by
     which the Company is bound;

          (3) the Company has paid or caused to be paid all sums payable by it
     under this Indenture; and

          (4) the Company has delivered irrevocable instructions to the Trustee
     under this Indenture to apply the deposited money toward the payment of the
     Securities of such Series at maturity or the redemption date, as the case
     may be.

     In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.



                                       44
<PAGE>

     Notwithstanding the satisfaction and discharge of this Indenture as to all
Securities of any Series under this Indenture, if money has been deposited with
the Trustee pursuant to subclause (b) of clause (1) of this Section with respect
to a Series of Securities, the provisions of Section 11.02 and Section 8.06 will
survive with respect to such Series of Securities. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07
hereof, that, by their terms, survive the satisfaction and discharge of this
Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities of such Series and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of such Series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Securities of such Series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of Securities of such Series to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against the Trustee with respect to the money
deposited with the Trustee pursuant to Section 11.01 hereof.

                                  ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties will control.

Section 12.02 Notices.

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

                                       45
<PAGE>

     If to the Company:

     Corrections Corporation of America
     10 Burton Hills Boulevard
     Nashville, Tennessee 37215
     Telecopier No.:  (615) 263-3170
     Attention:  Irving E. Lingo, Jr.

     With a copy to:

     Bass, Berry & Sims PLC
     AmSouth Center
     315 Deaderick Street, Suite 2700
     Nashville, Tennessee 37238-3001
     Telecopier No.:  (615) 742-2709
     Attention:  Howard Lamar

     If to the Trustee:
     U.S. Bank National Association
     One Federal Street, 3rd Floor
     Boston, Massachusetts 02110
     Telecopier No.:  _____________
     Attention:   _________________

     The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

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

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

     If the Company mails a notice or communication to Holders of a Series of
Securities, it will mail a copy to the Trustee and each Agent for such Series of
Securities at the same time.

Section 12.03 Communication by Holders of Securities with Other Holders of
Securities.



                                       46
<PAGE>

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

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

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

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

     In giving an Opinion of Counsel, counsel may rely as to factual matters on
an Officers' Certificate or certificates of public officials.

Section 12.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.



                                       47
<PAGE>

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, will have any liability for any obligations
of the Company under the Securities, this Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
of Securities by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the
Securities. The waiver may not be effective to waive liabilities under the
federal securities laws.

Section 12.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

     All agreements of the Company in this Indenture and the Securities will
bind its successors. All agreements of the Trustee in this Indenture will bind
its successors.

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.


                                       48
<PAGE>

Section 12.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]






                                       49
<PAGE>






                                   SIGNATURES


Dated as of                 , 2006



                                     CORRECTIONS CORPORATION OF AMERICA

                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:


                                     GUARANTORS:

                                     [                              ]
                                     By
                                        ----------------------------------------
                                     Name:
                                     Title:

                                     [                              ]
                                     By
                                        ----------------------------------------
                                     Name:
                                     Title:


                                       each as a Guarantor




                                     TRUSTEE:
                                     U.S. BANK NATIONAL ASSOCIATION


                                     By
                                        ----------------------------------------
                                     Name:
                                     Title: