<PAGE>
                                                                     EXHIBIT 4.1



                                   ----------





                            SILVERLEAF RESORTS, INC.



                   10 1/2% SENIOR SUBORDINATED NOTES DUE 2008





                         AMENDED AND RESTATED INDENTURE


                             Dated as of May 2, 2002




                                   ----------




                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     Trustee




                                   ----------




<PAGE>
                                TABLE OF CONTENTS

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<S>                                                                                                            <C>
RECITALS..........................................................................................................1

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE............................................................2
         Section 1.01.    Definitions.............................................................................2
         Section 1.02.    Other Definitions.......................................................................9
         Section 1.03.    Incorporation by Reference of Trust Indenture Act.......................................9
         Section 1.04.    Rules of Construction...................................................................9

ARTICLE 2.  THE NOTES............................................................................................10
         Section 2.01.    Form and Dating........................................................................10
         Section 2.02.    Execution and Authentication...........................................................11
         Section 2.03.    Registrar and Paying Agent.............................................................11
         Section 2.04.    Paying Agent to Hold Money in Trust....................................................12
         Section 2.05.    Holder Lists...........................................................................12
         Section 2.06.    Transfer and Exchange..................................................................12
         Section 2.07.    Replacement Notes......................................................................14
         Section 2.08.    Outstanding Notes......................................................................14
         Section 2.09.    Treasury Notes.........................................................................15
         Section 2.10.    Temporary Notes........................................................................15
         Section 2.11.    Cancellation...........................................................................15
         Section 2.12.    Defaulted Interest.....................................................................15

ARTICLE 3.  REDEMPTION AND PREPAYMENT............................................................................16
         Section 3.01.    Notices to Trustee.....................................................................16
         Section 3.02.    Selection of Notes to Be Redeemed......................................................16
         Section 3.03.    Notice of Redemption...................................................................16
         Section 3.04.    Effect of Notice of Redemption.........................................................17
         Section 3.05.    Deposit of Redemption Price............................................................17
         Section 3.06.    Notes Redeemed in Part.................................................................18
         Section 3.07.    Optional Redemption....................................................................18
         Section 3.08.    Mandatory Redemption...................................................................18
         Section 3.09.    [Intentionally omitted]................................................................18

ARTICLE 4.  COVENANTS............................................................................................18
         Section 4.01.    Payment of Notes.......................................................................18
         Section 4.02.    Maintenance of Office or Agency........................................................19
         Section 4.03.    Reports................................................................................19
         Section 4.04.    Compliance Certificate.................................................................20
         Section 4.05.    [Intentionally omitted]................................................................21
         Section 4.06.    [Intentionally omitted]................................................................21
         Section 4.07.    [intentionally omitted]................................................................21
</Table>



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         Section 4.08.    [intentionally omitted]...............................................................21
         Section 4.09.    [intentionally omitted]...............................................................21
         Section 4.10.    [intentionally omitted]...............................................................21
         Section 4.11.    [intentionally omitted]...............................................................21
         Section 4.12.    [intentionally omitted]...............................................................21
         Section 4.13.    Business Activities...................................................................21
         Section 4.14.    Corporate Existence...................................................................21
         Section 4.15.    [intentionally omitted]...............................................................22
         Section 4.16.    [intentionally omitted]...............................................................22
         Section 4.17.    [intentionally omitted]...............................................................22
         Section 4.18.    [intentionally omitted]...............................................................22
         Section 4.19.    [intentionally omitted]...............................................................22
         Section 4.20.    [intentionally omitted]...............................................................22
         Section 4.21.    [intentionally omitted]...............................................................22
         Section 4.22.    [intentionally omitted]...............................................................22

ARTICLE 5.  SUCCESSORS..........................................................................................22
         Section 5.01.    [intentionally omitted]...............................................................22
         Section 5.02.    Successor Corporation Substituted.....................................................22

ARTICLE 6.  DEFAULTS AND REMEDIES...............................................................................22
         Section 6.01.    Events of Default.....................................................................22
         Section 6.02.    Acceleration..........................................................................24
         Section 6.03.    Other Remedies........................................................................24
         Section 6.04.    Waiver of Past Defaults...............................................................25
         Section 6.05.    Control by Majority...................................................................25
         Section 6.06.    Limitation on Suits...................................................................25
         Section 6.07.    Rights of Holders of Notes to Receive Payment.........................................26
         Section 6.08.    Collection Suit by Trustee............................................................26
         Section 6.09.    Trustee May File Proofs of Claim......................................................26
         Section 6.10.    Priorities............................................................................27
         Section 6.11.    Undertaking for Costs.................................................................27

ARTICLE 7.  TRUSTEE.............................................................................................27
         Section 7.01.    Duties of Trustee.....................................................................27
         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 Notes............................................30
         Section 7.07.    Compensation and Indemnity............................................................30
         Section 7.08.    Replacement of Trustee................................................................31
         Section 7.09.    Successor Trustee by Merger, etc......................................................32
         Section 7.10.    Eligibility; Disqualification.........................................................32
         Section 7.11.    Preferential Collection of Claims Against Company.....................................33
</Table>



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ARTICLE 8.  LEGAL DEFEASANCE.....................................................................................33
         Section 8.01.    Option to Effect Legal Defeasance......................................................33
         Section 8.02.    Legal Defeasance and Discharge.........................................................33
         Section 8.03.    [intentionally omitted]................................................................33
         Section 8.04.    Conditions to Legal Defeasance.........................................................33
         Section 8.05.    Deposited Money and Government Securities to be Held in Trust; Other
                          Miscellaneous Provisions...............................................................35
         Section 8.06.    Repayment to Company...................................................................35
         Section 8.07.    Reinstatement..........................................................................36

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER.....................................................................36
         Section 9.01.    Without Consent of Holders of Notes....................................................36
         Section 9.02.    With Consent of Holders of Notes.......................................................37
         Section 9.03.    Compliance with Trust Indenture Act....................................................38
         Section 9.04.    Revocation and Effect of Consents......................................................38
         Section 9.05.    Notation on or Exchange of Notes.......................................................38
         Section 9.06.    Trustee to Sign Amendments, etc........................................................39

ARTICLE 10.  SUBORDINATION.......................................................................................39
         Section 10.01.   Agreement to Subordinate...............................................................39
         Section 10.02.   Certain Definitions....................................................................39
         Section 10.03.   Liquidation; Dissolution; Bankruptcy...................................................40
         Section 10.04.   Default on Designated Senior Debt......................................................40
         Section 10.05.   Acceleration of Notes..................................................................40
         Section 10.06.   When Distribution Must Be Paid Over....................................................41
         Section 10.07.   Notice by Company......................................................................41
         Section 10.08.   Subrogation............................................................................41
         Section 10.09.   Relative Rights........................................................................42
         Section 10.10.   Subordination May Not Be Impaired by Company...........................................42
         Section 10.11.   Distribution or Notice to Representative...............................................42
         Section 10.12.   Rights of Trustee and Paying Agent.....................................................42
         Section 10.13.   Authorization to Effect Subordination..................................................43

ARTICLE 11.  GUARANTEES..........................................................................................43
         Section 11.01.   Unconditional Guarantee................................................................43
         Section 11.02.   Subordination of Note Guarantee........................................................44
         Section 11.03.   Severability...........................................................................44
         Section 11.04.   Release of a Guarantor.................................................................45
         Section 11.05.   Limitation of Guarantor's Liability....................................................45
         Section 11.06.   Guarantors May Consolidate, etc., on Certain Terms.....................................45
         Section 11.07.   Waiver of Subrogation..................................................................46
         Section 11.08.   Execution of Guarantee.................................................................46
         Section 11.09.   Additional Subsidiary Guarantees.......................................................47

ARTICLE 12.  MISCELLANEOUS.......................................................................................47
         Section 12.01.   Trust Indenture Act Controls...........................................................47
</Table>



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         Section 12.02.    Notices..............................................................................47
         Section 12.03.    Communication by Holders of Notes with Other Holders of Notes........................48
         Section 12.04.    Certificate and Opinion as to Conditions Precedent...................................49
         Section 12.05.    Statements Required in Certificate or Opinion........................................49
         Section 12.06.    Rules by Trustee and Agents..........................................................49
         Section 12.07.    No Personal Liability of Directors, Officers, Employees and Stockholders.............49
         Section 12.08.    Governing Law........................................................................50
         Section 12.09.    No Adverse Interpretation of Other Agreements........................................50
         Section 12.10.    Successors...........................................................................50
         Section 12.11.    Severability.........................................................................50
         Section 12.12.    Counterpart Originals................................................................50
         Section 12.13.    Table of Contents, Headings, etc.....................................................50
</Table>




                                    EXHIBITS


Exhibit A         FORM OF NOTE

Exhibit A-1       FORM OF SUBSIDIARY GUARANTEE

Exhibit B         FORM OF SUPPLEMENTAL INDENTURE



<PAGE>

THIS AMENDED AND RESTATED INDENTURE (this "Amended Indenture") dated as of May
2, 2002 is made by and among Silverleaf Resorts, Inc., a Texas corporation (the
"Company"), and, as guarantors, Bull's Eye Marketing, Inc., a Delaware
corporation, Awards Verification Center, Inc. (formerly known as Database
Research, Inc.), a Texas corporation, eStarCommunications, Inc., a Texas
corporation, Silverleaf Berkshires, Inc., a Texas corporation, Silverleaf Resort
Acquisitions, Inc., a Texas corporation, and Silverleaf Travel, Inc., a Texas
corporation, (each a "Guarantor" and collectively, the "Guarantors"), and Wells
Fargo Bank Minnesota, National Association (formerly known as Norwest Bank
Minnesota, National Association, as trustee (the "Trustee").


                                    RECITALS


         A. WHEREAS, the Company, the Guarantors, the Trustee and (i) Villages
Land, Inc., a Texas corporation, (ii) Bull's Eye Marketing, Inc., a California
corporation, (iii) Condominium Builders, Inc., a Texas corporation, and (iv)
Silverleaf Hotels, Inc., a Texas corporation (collectively, (i), (ii), (iii),
and (iv) above are hereafter referred to as the "Dissolved Guarantors") entered
into that certain Indenture dated as of April 1, 1998 ("Indenture") pursuant to
which the Company issued its 10 1/2% Senior Subordinated Notes due 2008 (the
"Notes") and the Guarantors and the Dissolved Guarantors guaranteed the
Company's obligations thereunder;

         B. WHEREAS, following the execution of the Indenture, the Company
organized eStarCommunications, Inc. as a wholly-owned Restricted Subsidiary of
the Company and eStarCommunications, Inc. executed a Supplemental Indenture and
a Subsidiary Guarantee;

         C. WHEREAS, the Dissolved Guarantors have been liquidated and the
assets of each have been transferred to the Company pursuant to a plan of
liquidation adopted by the board of directors and the Company, as the sole
shareholder of each of the Dissolved Guarantors;

         D. WHEREAS, Holders of 85.36% percent of the principal amount of the
Notes outstanding as of the date hereof have consented to the modification of
the Indenture and the adoption of this Amended Indenture as an amendment and
restatement of the Indenture and have delivered to the Trustee evidence of such
consent in a form satisfactory to the Trustee;

         E. WHEREAS, Holders of 85.36% of the principal amount of the Notes have
also consented to rescind the acceleration of the Notes and waive all Defaults
and Events of Default existing as of this date upon payment to the Trustee of
all past due interest on the Notes;

         F. WHEREAS, the Trustee hereby acknowledges receipt of all past due
interest on the $1,827,805.62 in principal amount of the Notes which remain
outstanding as of the date hereof;

         G. WHEREAS, the Trustee also hereby acknowledges rescission of the
acceleration of the principal, interest and other charges due under the Notes
which occurred on May 22, 2001 and waiver of all Defaults and Events of Default
existing as of this date;



                                       1
<PAGE>

         H. WHEREAS, the Board of Directors of the Company has authorized the
execution of this Amended Indenture by the Company; and

         I. WHEREAS, the Trustee has received the documents described in Section
7.02 of the Indenture.

         NOW, THEREFORE, in consideration of the foregoing premises and the
agreements, provisions and covenants herein contained, the Company, the
Guarantors and the Trustee hereby adopt the following terms and conditions for
the Amended Indenture:


                                   ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

          "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"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
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 securities of a Person shall
be deemed to be control.

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

         "Amended Indenture" means this Amended Indenture dated as of May 2,
2002.

         "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 authorized committee of the Board of Directors.

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



                                       2
<PAGE>

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) 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.

         "Company" means Silverleaf Resorts, Inc., a Texas corporation, and any
and all successors thereto.

         "Corporate Trust Office of the Trustee" shall 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.

         "Credit Facilities" means those certain credit facilities at the date
hereof between the Company and certain lenders providing for revolving credit on
the security of Mortgages Receivable, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, in each case as amended, modified, restated, renewed, increased,
supplemented, refunded, replaced or refinanced from time to time, whether with
the same or different lenders and in the same or different amounts.

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

         "Definitive Notes" means certificated Notes registered in the name of
the Holder thereof and issued in the form of Exhibit A hereto except that such
Note shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Amended Indenture.

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Credit Facilities and (ii) any other Senior Debt permitted under this
Indenture, and that has been designated by the Company as "Designated Senior
Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the Holder thereof, in whole or in part, on or prior to the date
on which the Notes mature.

         "Domestic Restricted Subsidiary" means a Restricted Subsidiary that is
not formed, incorporated or organized in a jurisdiction outside the United
States.



                                       3
<PAGE>

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

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

         "Exchange Notes" means the 6.0% Senior Subordinated Notes due 2007 in
an aggregate principal amount of $28,467,000 issued by the Company pursuant to
that certain indenture dated as May 2, 2002 among the Company, the Guarantors
and Wells Fargo Bank Minnesota, National Association, as Trustee for the
Exchange Notes. The Exchange Notes shall be junior in right of payment to Senior
Debt, but senior in right of payment to the Notes.

         "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, which are in effect on the date hereof.

         "Global Note" means a Note in the form of Exhibit A bearing the Global
Note Legend and with the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

         "Global Note Legend" means the legend contained in footnote 1 of
Exhibit A which is to be placed on Global Notes.

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

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

         "Guarantors" means each of (i) Silverleaf Travel, Inc., a Texas
corporation, Silverleaf Berkshires, Inc., a Texas corporation, Silverleaf Resort
Acquisitions, Inc., a Texas corporation, Awards Verification Center, Inc.
(formerly known as Database Research, Inc.), a Texas corporation,
eStarCommunications, Inc., a Texas Corporation, and Bull's Eye Marketing, Inc.,
a Delaware corporation and (ii) any other Subsidiary that executes a Subsidiary
Guarantee in accordance with the provisions of this Amended Indenture, and their
respective successors and assigns.

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

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred



                                       4
<PAGE>

and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall be
(i) the accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest, and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

         "Indenture" means the Indenture dated April 1, 1998, which was amended
and restated by this Amended Indenture.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "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).

         "Mortgages Receivable" means the (i) gross principal amount of notes
receivable of the Company and its Restricted Subsidiaries secured by Liens on
Vacation Intervals (including notes receivable secured by Vacation Intervals or
other comparable timeshare interests acquired by the Company and its Restricted
Subsidiaries), determined as based on the books and records of the Company, and
(ii) all related customer files, instruments or other assets.

         "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.



                                       5
<PAGE>

         "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

         "Notes" means the 10 1/2% Senior Subordinated Notes due 2008, dated
effective as of April 1, 1998, which for all purposes of this Amended Indenture
(including without limitation waivers, amendments, redemptions and offers to
purchase), shall be treated as a single class.

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

         "Offering" means the offering and sale of the Notes by the Company
pursuant to a prospectus dated as of April 2, 1998, contained in the
Registration Statement.

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

         "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.

         "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.

         "Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

         "Receivables Subsidiary" of any Person means a Subsidiary which (i) is
established and continues to operate for the limited purpose of acquiring,
selling and financing Mortgages Receivable and related assets in connection with
receivables securitization or financing transactions and (ii) all of the
outstanding Capital Stock or other ownership interests of which (other than
directors' qualifying shares) shall at the time be owned by such Person or by
one or more Wholly Owned Restricted Subsidiaries of such Person.

         "Registration Statement" means the Registration Statement No. 333-47427
on Form S-1 relating to the Notes initially filed with the Commission on March
6, 1998 and all exhibits, schedules and amendments thereto.

         "Related Business" means, at any time, any business related, ancillary
or complementary (as determined in good faith by the Board of Directors) to the
business conducted by the Company and its Restricted Subsidiaries on the date
hereof.



                                       6
<PAGE>

         "Responsible Officer," when used with respect to the Trustee, means any
Officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other Officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
Officers and also means, with respect to a particular corporate trust matter,
any other Officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means (i) all Indebtedness outstanding under Credit
Facilities, (ii) any other Indebtedness permitted to be incurred by the Company
or a Restricted Subsidiary under the terms of this Amended Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or
Subsidiary Guarantees, as applicable, and (iii) all Obligations with respect to
the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Debt will not include (w) any liability for federal, state, local or other taxes
owed or owing by the Company, (x) any Indebtedness of the Company or any
Guarantor to the Company or any of their respective Subsidiaries or other
Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred in
violation of this Amended Indenture.

         "Significant Restricted Subsidiary" of a Person means any Significant
Subsidiary that is a Restricted Subsidiary.

         "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 Amended 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 Person, (i) 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
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) 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 such Person or of one or more
Subsidiaries of such Person (or any combination thereof).



                                       7
<PAGE>

         "Subsidiary Guarantees" means, individually and collectively, the
Guarantees given by the Guarantors pursuant to Article 11 hereof, including a
notation in the Notes substantially in the form attached hereto as Exhibit A-1.

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

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Amended
Indenture and thereafter means the successor serving hereunder.

         "Unrestricted Subsidiary" means (i) any Subsidiary that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (c) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; and (e) has at least one director
on its Board of Directors that is not a director or executive officer of the
Company or any of its Restricted Subsidiaries and has at least one executive
officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries; or (ii) any Receivables Subsidiary.

         "Vacation Interval" means an interest entitling the holder to use, for
a limited period on an annual or other recurrent basis, a lodging unit, together
with associated privileges and rights, at a Company resort, including, without
limitation, a fee interest, a leasehold, a vendee's interest under a contract of
deed, or other interest based on a floating period or points based system.

         "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.

         "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.



                                       8
<PAGE>

SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
                                                                                   Defined in
                   Term                                                              Section
<S>                                                                                 <C>
          "Authentication Order".......................................               2.02
          "Event of Default"...........................................               6.01
          "Legal Defeasance"...........................................               8.02
          "Paying Agent"...............................................               2.03
          "Registrar"..................................................               2.03
</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 Amended Indenture.

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

         "indenture securities" means the Notes and the Subsidiary Guarantees;

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

         "indenture to be qualified" means this Amended Indenture;

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

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

         All other terms used in this Amended 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.

         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) provisions apply to successive events and transactions; and



                                       9
<PAGE>

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


                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01. FORM AND DATING.

                  (a) General. The Notes and the Trustee's certificate of
         authentication in respect thereof shall be substantially in the form of
         Exhibit A hereto, the terms of which are incorporated in and made part
         of this Amended Indenture. The Subsidiary Guarantees shall be
         substantially in the form of Exhibit A-1, the terms of which are
         incorporated in and made part of this Amended Indenture. The Notes may
         have notations, legends or endorsements required by law, stock exchange
         rule or usage. Each Note shall be dated the date of its authentication.
         The Notes shall be in denominations of $1,000 and integral multiples
         thereof.

                  The terms and provisions contained in the Notes shall
         constitute, and are hereby expressly made, a part of this Amended
         Indenture and the Company, the Guarantors and the Trustee, by their
         execution and delivery of this Amended Indenture, expressly agree to
         such terms and provisions and to be bound thereby. However, to the
         extent any provision of any Note or Subsidiary Guarantee conflicts with
         the express provisions of this Amended Indenture, the provisions of
         this Amended Indenture shall govern and be controlling.

                  (b) Global Notes. Notes shall be issued initially in the form
         of one or more Global Notes in definitive, fully registered form
         without interest coupons, which shall be deposited on behalf of the
         purchasers of the Notes represented thereby with the Trustee, at the
         Corporate Trust Office of the Trustee, as custodian for the Depositary
         (or with such other custodian as the Depositary may direct), and
         registered in the name of Cede & Co., as nominee of the Depositary,
         duly executed by the Company and authenticated and delivered by the
         Trustee as hereinafter provided. Each Global Note shall represent such
         of the outstanding Notes as shall be specified therein and each shall
         provide that it shall represent the aggregate principal amount of the
         outstanding Notes from time to time endorsed thereon and that the
         aggregate principal amount of outstanding Notes represented thereby may
         from time to time be reduced or increased, as appropriate, to reflect
         exchanges and redemptions. Any endorsement of a Global Note to reflect
         the amount of any increase or decrease in the aggregate amount of
         outstanding Notes represented thereby shall be made by the Trustee or
         the Note Custodian, at the direction of the Trustee.



                                       10
<PAGE>

                  (c) Certificated Securities. Except as provided in Section
         2.06(a), owners of beneficial interests in Global Notes will not be
         entitled to receive physical delivery of Definitive Notes in
         certificated form.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Notes and may
be in facsimile form.

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

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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

SECTION 2.03. REGISTRAR AND PAYING AGENT.

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

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent in connection with the Notes and to act as Note Custodian with
respect to the Global Notes.



                                       11
<PAGE>

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

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

SECTION 2.05. HOLDER LISTS.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

                  (a) Transfer and Exchange of Global Notes. Global Notes may
         not be transferred as a whole except by the Depositary to a nominee of
         the Depositary, by a nominee of the Depositary to the Depositary or to
         another nominee of the Depositary, or by the Depositary or any such
         nominee to a successor Depositary or a nominee of such successor
         Depositary. Global Notes may be exchanged for Definitive Notes only if
         (i) the Depositary (x) notifies the Company that it is unwilling or
         unable to continue as depositary for the Global Notes and the Company
         thereupon fails to appoint a successor depositary within 90 days or (y)
         has ceased to be a clearing agency registered under the Exchange Act,
         (ii) the Company, in its sole discretion, determines that the Global
         Notes (in whole but not in part) should be exchanged for Definitive
         Notes and delivers a written notice to such effect to the Trustee or
         (iii) there shall have occurred and be continuing a Default or an Event
         of Default with respect to the Notes. Upon the occurrence of any of the
         preceding events in (i), (ii) or (iii) above, (x) the Company shall
         execute and, upon receipt of an Authentication Order, the Trustee shall
         authenticate and deliver, Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Global Notes in exchange
         for such Global Notes, and (y) Definitive Notes shall be issued in such
         names and issued in any approved denominations as the Depositary shall
         instruct the Trustee. At such time as all beneficial interests in
         Global Notes have been exchanged for Definitive Notes pursuant to this
         Section 2.06(a), redeemed, repurchased or cancelled, all Global



                                       12
<PAGE>

         Notes shall be returned to or retained and cancelled by the Trustee in
         accordance with Section 2.11 hereof. Global Notes also may be exchanged
         or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
         hereof. A Global Note may not be exchanged for another Note except as
         provided in this Section 2.06(a).

                  (b) Transfer and Exchange of Beneficial Interests in the
         Global Notes. Nothing in this Amended Indenture precludes the transfer
         and exchange of beneficial interests in the Global Notes by lawful
         means and in accordance with any applicable provisions of this Amended
         Indenture and any applicable procedures of the Depositary.

                  (c) General Provisions Relating to Transfers and Exchanges.

                           (i) To permit registrations of transfers and
                  exchanges, subject to this Section 2.06, the Company shall
                  execute and, upon receipt of an Authentication Order, the
                  Trustee shall authenticate Global Notes and Definitive Notes
                  upon the Company's or the Registrar's request.

                           (ii) No service charge shall be made to a Holder of a
                  beneficial interest in a Global Note or to a Holder of a
                  Definitive Note for any registration of transfer or exchange,
                  but the Company may require payment of a sum sufficient to
                  cover any transfer tax or similar governmental charge payable
                  in connection therewith (other than any such transfer taxes or
                  similar governmental charge payable upon exchange or transfer
                  pursuant to Sections 2.10, 3.06, and 9.05 hereof).

                           (iii) The Registrar shall register the transfer or
                  make the exchange if its requirements for such transactions
                  are met; provided, however, that any Note presented or
                  surrendered for registration of transfer or exchange shall be
                  duly endorsed or accompanied by a written instruction of
                  transfer in form satisfactory to the Registrar and the Trustee
                  duly executed by the Holder thereof or by his attorney duly
                  authorized in writing.

                           (iv) All Global Notes and Definitive Notes issued
                  upon any registration of transfer or exchange of Global Notes
                  or Definitive Notes shall be the valid Obligations of the
                  Company, evidencing the same debt, and entitled to the same
                  benefits under this Amended Indenture, as the Global Notes or
                  Definitive Notes surrendered upon such registration of
                  transfer or exchange.

                           (v) The Company shall not be required (A) to issue,
                  to register the transfer of or to exchange any Notes during a
                  period beginning at the opening of business 15 days before the
                  day of any selection of Notes for redemption under Section
                  3.02 hereof and ending at the close of business on the day of
                  selection or (B) to register the transfer of or to exchange
                  any Note so selected for redemption in whole or in part,
                  except the unredeemed portion of any Note being redeemed in
                  part.



                                       13
<PAGE>

                           (vi) Prior to due presentment for the registration of
                  a transfer of any Note, the Trustee, any Agent and the Company
                  may deem and treat the Person in whose name any Note is
                  registered as the absolute owner of such Note for the purpose
                  of receiving payment of principal of and interest on such
                  Notes and for all other purposes, and none of the Trustee, any
                  Agent or the Company shall be affected by notice to the
                  contrary.

                           (vii) The Trustee shall authenticate Global Notes and
                  Definitive Notes in accordance with the provisions of Section
                  2.02 hereof.

                           (viii) All certifications, certificates and Opinions
                  of Counsel required to be submitted to the Registrar pursuant
                  to this Section 2.06 to effect a registration of transfer or
                  exchange may be submitted by facsimile.

SECTION 2.07. REPLACEMENT NOTES

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

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Amended Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08. OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. Except as
set forth in Section 2.09 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note; however,
Notes held by the Company or a Subsidiary of the Company shall not be deemed to
be outstanding for purposes of Section 3.07(b) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date,



                                       14
<PAGE>

then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.09. TREASURY NOTES.

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

SECTION 2.10. TEMPORARY NOTES

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

         Holders of temporary Notes shall be entitled to all of the benefits of
this Amended Indenture.

SECTION 2.11. CANCELLATION.

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

SECTION 2.12. DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall 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



                                       15
<PAGE>

expense of the Company) shall mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.


                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date (unless a
shorter notice shall be satisfactory to the Trustee), an Officers' Certificate
setting forth (a) the clause of this Amended Indenture pursuant to which the
redemption shall occur, (b) the redemption date, (c) the principal amount of
Notes to be redeemed and (d) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000.

SECTION 3.03. NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

         The notice shall identify the Notes to be redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such



                                       16
<PAGE>

         Note, a new Note or Notes in principal amount equal to the unredeemed
         portion shall be issued upon cancellation of the original Note;

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

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

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

                  (g) the paragraph of the Notes and/or Section of this Amended
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

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

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

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

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

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall 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 price of, and accrued interest on,
all Notes to be redeemed.

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



                                       17
<PAGE>

interest not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01 hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

                  (a) The Company shall have the option to redeem the Notes, in
         whole or in part, upon not less than 30 nor more than 60 days' notice
         at the redemption prices (expressed as percentages of principal amount)
         set forth below plus accrued and unpaid interest thereon, if any, to
         the applicable redemption date, if redeemed during the twelve-month
         period beginning on April 1 of the years indicated below:

<Table>
<Caption>
      YEAR                                                   PERCENTAGE
      ----                                                   ----------
<S>                                                          <C>
      2003................................................    105.250%
      2004................................................    103.500%
      2005................................................    101.750%
      2006 and thereafter.................................    100.000%
</Table>

                  (b) [INTENTIONALLY OMITTED]

                  (c) Any redemption pursuant to this Section 3.07 shall be made
         pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. MANDATORY REDEMPTION.

         The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

SECTION 3.09. [INTENTIONALLY OMITTED]

                                   ARTICLE 4.

                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money



                                       18
<PAGE>

deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum
in excess of the then applicable interest rate on the Notes to the extent
lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in the Borough of Manhattan, the City of New
York (or at such other location where the Trustee maintains an office), an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Amended Indenture may be
served. The Company shall 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 shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

SECTION 4.03. REPORTS.

         Whether or not required by the rules and regulations of the Securities
and Exchange Commission (the "Commission"), so long as any Notes are
outstanding, the Company and the Guarantors shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K on behalf
of the Company and the Guarantors were such Forms required to be filed in
consequence of the Notes, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" that describes the financial
condition and results of operations of the Company and its consolidated
Subsidiaries (showing in reasonable detail, either on the face of the financial
statements or in the footnotes thereto and in Management's Discussion and
Analysis of Financial Condition and Results of Operations, the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition



                                       19
<PAGE>

and results of operations of the Unrestricted Subsidiaries of the Company), and,
with respect to the annual information only, a report thereon by the Company's
independent certified public accountants, and (ii) all current reports that
would be required to be filed with the Commission on Form 8-K if the Company
were required to file such reports, in each case, within the time periods
specified in the SEC's rules and regulations. In addition, whether or not
required by the rules and regulations of the SEC, the Company shall file a copy
of all such information with the Commission for public availability within the
time periods specified in the SEC's rules and regulations. The Company and the
Guarantors shall at all times comply with TIA Section 314(a).

SECTION 4.04. COMPLIANCE CERTIFICATE.

                  (a) The Company and each Guarantor (to the extent that such
         Guarantor is so required under the TIA) 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 Amended Indenture, and further stating, as to
         each such Officer signing such certificate, that to the best of his or
         her knowledge the Company has kept, observed, performed and fulfilled
         each and every covenant contained in this Amended Indenture and is not
         in default in the performance or observance of any of the terms,
         provisions and conditions of this Amended Indenture (or, if a Default
         or Event of Default shall have occurred, describing all such Defaults
         or Events of Default of which he or she may have knowledge and what
         action the Company is taking or proposes to take with respect thereto)
         and that to the best of his or her knowledge no event has occurred and
         remains in existence by reason of which payments on account of the
         principal of or interest, if any, on the Notes is prohibited or if such
         event has occurred, a description of the event and what action the
         Company is taking or proposes to take with respect thereto.

                  (b) So long as not contrary to the then current
         recommendations of the American Institute of Certified Public
         Accountants, the year-end financial statements delivered pursuant to
         Section 4.03 above shall be accompanied by a written statement of the
         Company's independent public accountants (who shall be a firm of
         established national reputation) that in making the examination
         necessary for certification of such financial statements, nothing has
         come to their attention that would lead them to believe that the
         Company has violated any provisions of Article 4 or Article 5 hereof
         or, if any such violation has occurred, specifying the nature and
         period of existence thereof, it being understood that such accountants
         shall not be liable directly or indirectly to any Person for any
         failure to obtain knowledge of any such violation.

                  (c) The Company shall, so long as any of the Notes are
         outstanding, 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.



                                       20
<PAGE>

SECTION 4.05. [INTENTIONALLY OMITTED]

SECTION 4.06. [INTENTIONALLY OMITTED]

SECTION 4.07. [INTENTIONALLY OMITTED]

SECTION 4.08. [INTENTIONALLY OMITTED]

SECTION 4.09. [INTENTIONALLY OMITTED]

SECTION 4.10. [INTENTIONALLY OMITTED]

SECTION 4.11. [INTENTIONALLY OMITTED]

SECTION 4.12. [INTENTIONALLY OMITTED]

SECTION 4.13. BUSINESS ACTIVITIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than the same line of business in
which the Company and its Restricted Subsidiaries are engaged on the date hereof
or a Related Business, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.

SECTION 4.14. 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 (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted 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 (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted 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
Restricted 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 Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.



                                       21
<PAGE>
SECTION 4.15. [INTENTIONALLY OMITTED]

SECTION 4.16. [INTENTIONALLY OMITTED]

SECTION 4.17. [INTENTIONALLY OMITTED]

SECTION 4.18. [INTENTIONALLY OMITTED]

SECTION 4.19. [INTENTIONALLY OMITTED]

SECTION 4.20. [INTENTIONALLY OMITTED]

SECTION 4.21. [INTENTIONALLY OMITTED]

SECTION 4.22. [INTENTIONALLY OMITTED]


                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01. [INTENTIONALLY OMITTED]

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company the successor corporation 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 Amended
Indenture referring to the "Company" shall refer instead to the successor
corporation and not to the Company), and may exercise every right and power of
the Company under this Amended Indenture with the same effect as if such
successor Person had been named as the Company herein.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

                  (a) the Company defaults in the payment when due of interest
         on the Notes (whether or not prohibited by the subordination provisions
         hereof) and such default continues for a period of 30 days;



                                       22
<PAGE>

                  (b) the Company defaults in the payment when due of principal
         of or premium, if any, on the Notes (whether or not prohibited by the
         subordination provisions hereof) when the same becomes due and payable
         at maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise;

                  (c) [INTENTIONALLY OMITTED]

                  (d) the Company fails to observe or perform any other
         covenant, representation, warranty or other agreement in this Amended
         Indenture or the Notes for 60 days after notice to the Company by the
         Trustee or the Holders of at least 25% in principal amount of the then
         outstanding Notes, provided however, that no Event of Default may occur
         prior to December 31, 2002 if the Company fails to observe or fully
         perform the covenants imposed by Sections 4.03, 4.04(a), or 4.04(b);

                  (e) [INTENTIONALLY OMITTED]

                  (f) a final judgment or final judgments for the payment of
         money are entered by a court or courts of competent jurisdiction
         against the Company or any of its Restricted Subsidiaries and such
         judgment or judgments remain undischarged for a period (during which
         execution shall not be effectively stayed) of 60 days, provided that
         the aggregate of all such undischarged judgments exceeds $5.0 million;

                  (g) except as permitted by this Amended Indenture, any
         Subsidiary Guarantee shall be held in any judicial proceeding to be
         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor, or any Person acting on behalf of
         any Guarantor, shall deny or disaffirm its obligations under its
         Subsidiary Guarantee;

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

                           (i) commences a voluntary case,

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

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

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

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

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



                                       23
<PAGE>

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

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

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

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

SECTION 6.02. ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof) occurs and is continuing, the Trustee
or the Holders of at least a majority in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
provided, however, that so long as any Designated Senior Debt is outstanding, no
such acceleration shall be effective until five business days after the giving
of written notice of such acceleration to the Company and the Representatives
(as defined in Section 10.02) under the Designated Senior Debt at addresses (if
any) previously reported to the Trustee by the Company. Upon any such
declaration (and such period after notice, if applicable), the Notes shall
become due and payable immediately. Notwithstanding the foregoing, if an Event
of Default specified in clause (h) or (i) of Section 6.01 hereof occurs, all
outstanding Notes shall be due and payable immediately without further action or
notice. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission of such
acceleration would not conflict with any judgment or decree and if all existing
Events of Default (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 occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Amended Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not



                                       24
<PAGE>

impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

         Holders of not less than a majority in principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, and premium, if any, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Amended 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 Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Amended Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability.

SECTION 6.06. LIMITATION ON SUITS.

         A Holder of a Note may pursue a remedy with respect to this Amended
Indenture or the Notes only if:

                  (a) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default;

                  (b) the Holders of at least a majority in principal amount of
         the then outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (c) such Holder of a Note or Holders of Notes offer and, if
         requested, provide to the Trustee indemnity satisfactory to the Trustee
         against any loss, liability or expense;

                  (d) 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

                  (e) during such 60-day period the Holders of a majority in
         principal amount of the then outstanding Notes do not give the Trustee
         a direction inconsistent with the request.



                                       25
<PAGE>

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

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Amended Indenture, the
right of any Holder of a Note to receive payment of principal, and premium, if
any, and interest on the Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(a) or (b) 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 or any Guarantor for the
whole amount of principal of, and premium, if any, and interest remaining unpaid
on the Notes and, to the extent lawful, interest on overdue principal and
interest as provided in Section 4.01 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 Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.



                                       26
<PAGE>

SECTION 6.10. PRIORITIES.

         If the Trustee collects any money pursuant to this Article, 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;

         Second: to Holders of Notes for amounts due and unpaid on the Notes for
principal, and premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, and 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 Notes 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
Amended Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

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

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

                           (i) the duties of the Trustee shall be determined
              solely by the express provisions of this Amended Indenture and the
              Trustee need perform only those duties that are specifically set
              forth in this Amended Indenture and no others, and no implied



                                       27
<PAGE>

              covenants or obligations shall be read into this Amended Indenture
              against the Trustee; and

                           (ii) in the absence of bad faith on its part, the
              Trustee may conclusively rely, as to the truth of the statements
              and the correctness of the opinions expressed therein, upon
              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 provision hereof are
              specifically required to be furnished to the Trustee, the Trustee
              shall be under a duty to examine the same to determine whether or
              not they conform to the requirements of this Indenture (but need
              not confirm or investigate the accuracy of mathematical
              calculations or other facts stated therein.)

                  (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:

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

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

                           (iii) the Trustee shall 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 Amended Indenture that in any way relates to the
         Trustee is subject to paragraphs (a), (b), and (c) of this Section.

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

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

                  (g) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting the
         liability of or affording protection to the Trustee shall be subject to
         the provisions of this Section.



                                       28
<PAGE>

SECTION 7.02. RIGHTS OF TRUSTEE.

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel or both. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on such Officers' Certificate or Opinion of
         Counsel. The Trustee may consult with counsel and the written advice of
         such counsel or any Opinion of Counsel shall 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
         shall not be responsible for the misconduct or negligence of any agent
         appointed with due care.

                  (d) The Trustee shall 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 Amended Indenture.

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

                  (f) The Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Amended Indenture at the
         request or direction of any of the Holders unless such Holders shall
         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 bound to make any investigation
         into the facts or matters stated in any document, but the Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by the agent or attorney at the sole cost of the Company
         and shall incur no liability or additional liability of any kind by
         reason of such inquiry or investigation.

                  (h) The Trustee shall not be charged with knowledge of any
         Event of Default with respect to the Notes for which it is acting as
         Trustee unless either (1) a Responsible Officer of the Trustee shall
         have actual knowledge of the Event of Default or (2) written notice of
         such Event of Default shall have been given to a Responsible Officer of
         the Trustee by the Company, any other obligor on such Notes or by any
         Holder of such Notes.



                                       29
<PAGE>

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee 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 shall not be responsible for and makes no representation as
to the validity or adequacy of this Amended Indenture or the Notes, it shall not
be accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Amended Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Amended Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

SECTION 7.07. COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Amended Indenture and services
hereunder. The Trustee's compensation shall



                                       30
<PAGE>

not be limited by any law on compensation of a trustee of an express trust. The
Company shall 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 shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

         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 Amended Indenture,
including the costs and expenses of enforcing this Amended 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. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Amended Indenture.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Amended Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) 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.

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

SECTION 7.08. REPLACEMENT OF TRUSTEE.

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

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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



                                       31
<PAGE>

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

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

                  (d) the Trustee becomes incapable of acting.

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Amended Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall 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 shall 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 shall be the successor
Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.



                                       32
<PAGE>

         This Amended Indenture shall 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

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
Section 8.02 hereof be applied to all outstanding Notes 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 and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Amended Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Amended 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 shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of, and premium, if any, and interest on
such Notes when such payments are due, (b) the Company's and the Guarantors'
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's and the Guarantors' obligations in connection therewith and
(d) this Article 8.

SECTION 8.03. [INTENTIONALLY OMITTED]

SECTION 8.04. CONDITIONS TO LEGAL DEFEASANCE.

         The following shall be the conditions to the application of Section
8.02 hereof to the outstanding Notes:



                                       33
<PAGE>

         In order to exercise Legal Defeasance:

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

                  (b) in the case of an election under Section 8.02 hereof, the
         Company shall have 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 Amended
         Indenture, there has been a change in the applicable federal income tax
         law, in either case to the effect that, and based thereon such Opinion
         of Counsel shall confirm that, the Holders of the outstanding Notes
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such Legal Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Legal Defeasance had not
         occurred;

                  (c) [INTENTIONALLY OMITTED]

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the incurrence of Indebtedness all or a
         portion of the proceeds of which will be used to defease the Notes
         pursuant to this Article 8 concurrently with such incurrence) or
         insofar as Sections 6.01(h) or 6.01(i) hereof is concerned, at any time
         in the period ending on the 91st day after the date of deposit;

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

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

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



                                       34
<PAGE>

                  (h) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         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 Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Amended Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 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 the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 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(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

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



                                       35
<PAGE>

SECTION 8.07. REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02
hereof 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 Amended Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.02 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 hereof; provided, however, that,
if the Company makes any payment of principal of, premium, if any, or interest
on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

         Notwithstanding Section 9.02 of this Amended Indenture, the Company,
the Guarantors and the Trustee may amend or supplement this Amended Indenture,
the Subsidiary Guarantees or the Notes without the consent of any Holder of a
Note:

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

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

                  (c) to provide for the assumption of the Company's or a
         Guarantor's obligations to the Holders of the Notes by a successor to
         the Company or a Guarantor pursuant to Article 5 or Article 11 hereof;

                  (d) to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights hereunder of any Holder of a Note;

                  (e) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Amended Indenture under the TIA;

                  (f) to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Amended Indenture as
         of the date hereof; or

                  (g) to allow any Guarantor to execute a supplemental indenture
         and/or Subsidiary Guarantee with respect to the Notes.



                                       36
<PAGE>

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

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture, the Subsidiary Guarantees and the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, and premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Amended Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer, or purchase of, the Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
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 Amended Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, 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 principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. Notwithstanding anything to the
contrary herein, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):



                                       37
<PAGE>

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

                  (b) reduce the principal of or change the fixed maturity of
         any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes;

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

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

                  (e) make any Note payable in money other than that stated in
         the Notes;

                  (f) make any change in the provisions of this Amended
         Indenture relating to waivers of past Defaults or the rights of Holders
         of Notes to receive payments of principal of or interest on the Notes;

                  (g) make any change in Section 6.04 or 6.07 hereof or in the
         foregoing amendment and waiver provisions; or

                  (h) release any Guarantor from any of its obligations under
         its Subsidiary Guarantee or this Amended Indenture, except in
         accordance with the terms of this Amended Indenture.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment or supplement to this Amended Indenture or the Notes
shall be set forth in a amended or supplemental Amended 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 Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder of a Note and every subsequent
Holder of a Note.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue



                                       38
<PAGE>

and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

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

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall 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. Neither the
Trustee nor the Company may sign an amendment or supplemental Indenture until
the Board of Directors approves it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section
7.01) shall 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 Amended Indenture.

                                   ARTICLE 10.

                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed) and the Exchange Notes, and that the
subordination is for the benefit of the holders of Senior Debt and the Exchange
Notes.

SECTION 10.02. CERTAIN DEFINITIONS.

         "Permitted Junior Securities" means Equity Interests in the Company or
debt securities that are subordinated to all Senior Debt and the Exchange Notes
(and any debt securities issued in exchange for Senior Debt or the Exchange
Notes) to substantially the same extent as, or to a greater extent than, the
Notes are subordinated to Senior Debt and the Exchange Notes pursuant to the
Amended Indenture.

         "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

         A distribution may consist of cash, securities or other property, by
set-off or otherwise.



                                       39
<PAGE>

SECTION 10.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshalling of the Company's
assets and liabilities:

         (1) holders of Senior Debt and holders of the Exchange Notes shall be
entitled to receive payment in full of all Obligations due in respect of such
Senior Debt and Exchange Notes (including interest after the commencement of any
such proceeding at the rate specified in the applicable Senior Debt or Exchange
Notes) before Holders of the Notes shall be entitled to receive any payment with
respect to the Notes; and

         (2) until all Obligations with respect to Senior Debt and the Exchange
Notes (as provided in subsection (1) above) are paid in full, any distribution
to which Holders would be entitled but for this Article 10 shall be made to
holders of Senior Debt (except that Holders of Notes may receive (i) Permitted
Junior Securities and (ii) payments and other distributions made from any
defeasance trust created pursuant to Section 8.04 hereof), as their interests
may appear.

SECTION 10.04 DEFAULT ON DESIGNATED SENIOR DEBT.

         The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations (other than (i) Permitted Junior Securities
and (ii) payments and other distributions made from any defeasance trust created
pursuant to Section 8.04 hereof) until all principal and other Obligations with
respect to the Senior Debt and the Exchange Notes have been paid in full if:

                           (i) a default in the payment of the principal of,
                  premium, if any, or interest on Designated Senior Debt or the
                  Exchange Notes occurs and is continuing beyond any applicable
                  grace period in the agreement, indenture or other document
                  governing such Designated Senior Debt or the Exchange Notes;
                  or

                           (ii) a default, other than a payment default, on
                  Designated Senior Debt or the Exchange Notes occurs and is
                  continuing that then permits holders of the Designated Senior
                  Debt or the Exchange Notes to accelerate their maturity and
                  the Trustee receives a notice of the default (a "Payment
                  Blockage Notice") from the Company or the holders of any
                  Designated Senior Debt or the Exchange Notes.

         The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the date upon which the default
is cured or waived.

SECTION 10.05. ACCELERATION OF NOTES.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt and the Exchange Notes
of the acceleration.



                                       40
<PAGE>

SECTION 10.06. WHEN DISTRIBUTION MUST BE PAID OVER.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has actual knowledge that such payment is prohibited by Section
10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, first, the holders of Senior Debt as their interests may appear or
their Representative under the indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt; then second to the Trustee
for the benefit of the holders of the Exchange Notes for application to the
payment of all Obligations with respect to Exchange Notes remaining unpaid to
the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of the Exchange Notes.

         With respect to the holders of Senior Debt or Exchange Notes, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt or Exchange Notes shall
be read into this Amended Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior Debt or the
Exchange Notes, and shall not be liable to any such holders if the Trustee shall
pay over or distribute to or on behalf of Holders or the Company or any other
Person money or assets to which any holders of Senior Debt or the Exchange Notes
shall be entitled by virtue of this Article 10, except if such payment is made
as a result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.07. NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt and
the Exchange Notes as provided in this Article 10.

SECTION 10.08. SUBROGATION.

         After all Senior Debt and Exchange Notes are paid in full and until the
Notes are paid in full, Holders of Notes shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes) to the rights of
holders of Senior Debt and the Exchange Notes to receive distributions
applicable to Senior Debt and Exchange Notes to the extent that distributions
otherwise payable to the Holders of Notes have been applied to the payment of
Senior Debt or the Exchange Notes. A distribution made under this Article 10 to
holders of Senior Debt or the Exchange Notes that otherwise would have been made
to Holders of Notes is not, as between the Company and Holders, a payment by the
Company on the Notes.



                                       41
<PAGE>

SECTION 10.09. RELATIVE RIGHTS.

         This Article 10 defines the relative rights of Holders of Notes in
regard to the holders of Senior Debt and the Exchange Notes. Nothing in this
Amended Indenture shall:

         (1) impair, as between the Company and Holders of Notes, the obligation
of the Company, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms;

         (2) affect the relative rights of Holders of Notes and creditors of the
Company other than their rights in relation to holders of Senior Debt and the
Exchange Notes; or

         (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt and Exchange Notes to receive distributions
and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.10. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.11. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt or Exchange Notes, the distribution may be made and the notice given
to their Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt, the Exchange Notes, and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.

SECTION 10.12. RIGHTS OF TRUSTEE AND PAYING AGENT.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Amended Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Notes, unless the Trustee shall have received
at its Corporate Trust Office at least five Business Days prior to the date of
such



                                       42
<PAGE>

payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.13. AUTHORIZATION TO EFFECT SUBORDINATION.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes.

                                   ARTICLE 11.

                                   GUARANTEES

SECTION 11.01. UNCONDITIONAL GUARANTEE.

         Subject to the provisions of this Article 11, each Guarantor hereby
unconditionally, jointly and severally, on a senior subordinated basis,
guarantees (each such Guarantee being a "Subsidiary Guarantee" and all such
Guarantees being the "Subsidiary Guarantees") to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Notes or
this Amended Indenture, that: (i) the principal of and interest and premium, if
any, on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal of, and interest on, to the extent lawful, the
Notes and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed all in
accordance with the terms hereof and thereof; and (ii) in case of any extension
of time of payment or renewal of any Notes or of any such other obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section
11.05 hereof. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, subject to Section 11.05 hereof,
the Guarantors shall 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.

         Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Amended Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the



                                       43
<PAGE>

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
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 covenants that the Subsidiary Guarantees will not be
discharged except by complete performance of the obligations contained in the
Notes, this Amended Indenture and in the Subsidiary Guarantees.

         If any Holder of Notes or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder of Notes, the Subsidiary Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor agrees
that they shall not be entitled to any right of subrogation in relation to the
Holders of the Notes in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.

         Each Guarantor further agrees that, as between each Guarantor, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6
for the purposes of the Subsidiary Guarantees, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6, such obligations
(whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of the Subsidiary Guarantees. The Guarantors shall
have the right to contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under this
Guarantee. The Notes will not be guaranteed by any present or future Subsidiary
that is not a Domestic Restricted Subsidiary or any Unrestricted Subsidiary.

SECTION 11.02. SUBORDINATION OF NOTE GUARANTEE.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 10 shall be junior and subordinated in right of payment to the
rights of holders of the Senior Debt of such Guarantor and the guaranty of the
Exchange Notes on the same basis as the Notes are junior and subordinated to
Senior Debt and the Exchange Notes of the Company. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this Amended
Indenture, including Article 10 hereof.

SECTION 11.03. SEVERABILITY.

         In case any provision of a Subsidiary Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



                                       44
<PAGE>

SECTION 11.04. RELEASE OF A GUARANTOR.

         In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, in each case to a
corporation, Person or entity which is not, and giving effect to the transaction
will not be, the Company or a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of such a 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) shall
be released and relieved of any obligations under its Subsidiary Guarantee. The
Trustee shall deliver an appropriate instrument evidencing such release upon
receipt of a request by the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section 11.04. Any Guarantor not so
released remains liable for the full amount of principal of and interest on the
Notes as provided in this Article 11.

SECTION 11.05. LIMITATION OF GUARANTOR'S LIABILITY.

         Each Guarantor and by its acceptance of a Note each Holder confirms
that it is the intention of all such parties that the Subsidiary Guarantee by
such Guarantor pursuant to its Subsidiary Guarantee does not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law. To effectuate the foregoing intention, the Holders
and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under the Subsidiary Guarantees shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such
other Guarantor under this Article 11, result in the obligations of such
Guarantor under the Subsidiary Guarantees not constituting a fraudulent transfer
or conveyance.

SECTION 11.06. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         Subject to the provisions of Section 11.04, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another corporation, Person or entity whether or not
affiliated with such Guarantor, or sell or otherwise dispose of all or
substantially all of its assets to or liquidate into any such corporation, other
than the Company or another Restricted Subsidiary, Person or entity, unless:

                           (i) subject to the provisions of Section 11.05, the
              Person formed by or surviving any such consolidation or merger or
              acquiring such assets upon such sale, disposition or liquidation
              (if other than a Guarantor or the Company) unconditionally assumes
              all the obligations of such Guarantor pursuant to a supplemental
              indenture in form and substance reasonably satisfactory to the
              Trustee under the Notes, the Amended Indenture and the Subsidiary
              Guarantee on the terms set forth herein or therein; and



                                       45
<PAGE>

                           (ii) immediately after giving effect to such
              transaction, no Default or Event of Default exists.

SECTION 11.07. WAIVER OF SUBROGATION.

         Each Guarantor hereby irrevocably waives, until and unless all of the
Obligations guaranteed hereby are indefeasibly discharged, any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such Guarantor's
obligations under the Subsidiary Guarantees and this Amended Indenture,
including, without limitation, any right of subrogation, reimbursement,
exoneration, indemnification, and any right to participate in any claim or
remedy of any Holder of Notes against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders of the Notes, and shall forthwith be paid to the
Trustee for the benefit of such Holders to be credited and applied upon the
Notes, whether matured or unmatured, in accordance with the terms of this
Amended Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Amended
Indenture and that the waiver set forth in this Section 11.07 is knowingly made
in contemplation of such benefits.

SECTION 11.08. EXECUTION OF GUARANTEE.

         To evidence its Subsidiary Guarantee to the Holder of Notes specified
in Section 11.01, each Guarantor hereby agrees that a notation of such
Subsidiary Guarantee in the form set forth in Exhibit A-1 hereto shall be
endorsed on each Note ordered to be authenticated and delivered by the Trustee.
Each Guarantor hereby agrees that the Subsidiary Guarantees set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of the Subsidiary Guarantees. Each such
Subsidiary Guarantee shall be signed on behalf of each Guarantor by two
Officers, or an Officer and an Assistant Secretary, or one Officer shall sign
and one Officer or an Assistant Secretary (each of whom shall, in each case,
have been duly authorized by all requisite corporate actions) shall attest to
such Subsidiary Guarantee prior to the authentication of the Note on which it is
endorsed, and the delivery of such Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Subsidiary Guarantee on
behalf of such Guarantor. Such signatures upon the Subsidiary Guarantees may be
by manual or facsimile signature of such Officers and may be imprinted or
otherwise reproduced on the Subsidiary Guarantees, and in case any such Officer
who shall have signed the Subsidiary Guarantees shall cease to be such Officer
before the Note on which such Subsidiary Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed the Subsidiary Guarantees had not ceased to be such
Officer of the Guarantor.



                                       46
<PAGE>

SECTION 11.09. ADDITIONAL SUBSIDIARY GUARANTEES.

         If the Company or any of its Subsidiaries shall acquire or create
another Restricted Subsidiary after the date of the Amended Indenture, then such
newly acquired or created Restricted Subsidiary shall become a Guarantor, on a
senior subordinated basis, of the Company's obligations under the Notes and this
Amended Indenture by (i) executing a supplemental indenture to this Amended
Indenture in the form set forth in Exhibit B hereto, (ii) executing a Subsidiary
Guarantee in the form set forth in Exhibit A-1 hereto and (iii) delivering to
the Trustee an Opinion of Counsel, in form reasonably satisfactory to the
Trustee, that the Subsidiary Guarantee and supplemental indenture have been duly
authorized, executed and delivered by such Restricted Subsidiary and constitute
the valid and binding obligations of such Restricted Subsidiary and enforceable
against such Restricted Subsidiary in accordance with their respective terms,
subject to customary exceptions for bankruptcy and equitable principles;
provided, however, that this Section 11.09 shall not apply to any Subsidiary
during such period as such Subsidiary (y) would not be a Domestic Restricted
Subsidiary or (z) has been properly designated as an Unrestricted Subsidiary in
accordance with this Amended Indenture for so long as it continues to constitute
an Unrestricted Subsidiary.

                                   ARTICLE 12.

                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

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

SECTION 12.02. NOTICES.

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

         If to the Company or any Guarantor:

                  Silverleaf Resorts, Inc.
                  1221 River Bend Drive, Suite 120
                  Dallas, Texas 75247
                  Telecopier No.: (214) 905-0514

                  Attention: Robert E. Mead



                                       47
<PAGE>

         With a copy to:

                  Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
                  901 Main Street, Suite 3700
                  Dallas, Texas 75202-3792
                  Telecopier No.: (214) 747-3732

                  Attention: David N. Reed

         If to the Trustee:

                  Wells Fargo Bank Minnesota, National Association
                  Corporate Trust Department
                  6th and Marquette
                  Minneapolis, Minnesota 55479-0069
                  Telecopier No.: (612) 667-9825

                  Attention: Corporate Trust Department

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when 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 shall 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 shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
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 or any Guarantor mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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



                                       48
<PAGE>

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company and/or any Guarantor to
the Trustee to take any action under this Amended Indenture, the Company and/or
such Guarantor, as the case may be, shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall 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 Amended Indenture relating to the proposed action have been
         satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall 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 Amended Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

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

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.

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 or any Guarantor, as such, shall have any liability
for any obligations of the Company or



                                       49
<PAGE>

any Guarantor under the Notes, the Subsidiary Guarantees, this Amended Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.

SECTION 12.08. GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUESTED THEREBY.

SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Amended 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 Amended Indenture, the Notes, or the Subsidiary Guarantees.

SECTION 12.10. SUCCESSORS.

         All agreements of the Company and the Guarantors in this Amended
Indenture, the Notes or the Subsidiary Guarantees shall bind the respective
successors of the Company and the Guarantors. All agreements of the Trustee in
this Amended Indenture shall bind its successors.

SECTION 12.11. SEVERABILITY.

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

SECTION 12.12. COUNTERPART ORIGINALS.

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

SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC.

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



                         [Signatures on following page]



                                       50
<PAGE>
                                   SIGNATURES


Dated as of May 2, 2002                SILVERLEAF RESORTS, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Chief Financial Officer and
                                                 Treasurer

Dated as of May 2, 2002                AWARDS VERIFICATION CENTER, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Vice President and Treasurer


Dated as of May 2, 2002                SILVERLEAF TRAVEL, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Vice President and Treasurer





                                       51
<PAGE>

Dated as of May 2, 2002                SILVERLEAF RESORT ACQUISITIONS, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Vice President and Treasurer


Dated as of May 2, 2002                BULL'S EYE MARKETING, INC.

                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Treasurer

Dated as of May 2, 2002                SILVERLEAF BERKSHIRES, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Sandra G. Cearley
                                          --------------------------------------
                                          Name: Sandra G. Cearley
                                          Title: Secretary

Dated as of May 2, 2002                ESTARCOMMUNICATIONS, INC.


                                       By: /s/ Robert E. Mead
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By: /s/ Harry J. White, Jr.
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Treasurer



                                       52
<PAGE>

Dated as of May 2, 2002                WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By: /s/ Jane Y. Schweiger
                                          --------------------------------------
                                          Name: Jane Y. Schweiger
                                          Title: Assistant Vice President



                                       53
<PAGE>

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

                                    EXHIBIT A
                                 (Face of Note)

                              Amended and Restated
                   10 1/2% Senior Subordinated Notes due 2008
No. 001                                                           $75,000,000.00
                            SILVERLEAF RESORTS, INC.

promises to pay to Cede & Co.                         CUSIP No. 828395-AA-1

or registered assigns,

the principal sum of Seventy-Five Million

Dollars on April 1, 2008.

Interest Payment Dates: April 1, and October 1

Record Dates: March 15, and September 15

                                            Dated: April 8, 1998

                                            By:
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                            By:
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Chief Financial Officer

                                                          (SEAL)
This is one of the [Global]
Notes referred to in the
within-mentioned Amended Indenture:

Wells Fargo Bank Minnesota, National Association,
as Trustee

By:
   -----------------------------------------

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



<PAGE>

                                 (Back of Note)


                   10 1/2% Senior Subordinated Notes due 2008


               [Insert the Global Note Legend for Global Notes](1)


         Capitalized terms used herein shall have the meanings assigned to them
in the Amended Indenture referred to below unless otherwise indicated.

         1. INTEREST. Silverleaf Resorts, Inc., a Texas corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 10
1/2% per annum until maturity. The Company will pay such interest semi-annually
on April 1 and October 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "Interest Payment Date"). Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid on the Notes, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.



----------

(1)      "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
         YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
         TRANSFER EXCHANGE OR PAYMENT, AND ANY CERTICATE ISSUED IS REGISTERED IN
         THE NAME OF CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
         SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL
         BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
         FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."



<PAGE>

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Amended Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, and premium, if any, on
the Global Note and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank Minnesota,
National Association, the Trustee under the Amended Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

         4. AMENDED INDENTURE. The Company issued the Notes under an Indenture
dated as of April 1, 1998 ("Indenture") between the Company, its Subsidiaries
and the Trustee. The Indenture was amended and restated pursuant to the Amended
and Restated Indenture dated as of , 2002 (the "Amended Indenture"). The terms
of the Notes include those stated in the Amended Indenture and those made part
of the Amended Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Amended Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Amended Indenture, the provisions of the Amended
Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Company limited to $66.7 million in aggregate principal amount.

         5. OPTIONAL REDEMPTION. The Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on April 1
of the years indicated below:

<Table>
<Caption>
YEAR                                                                   PERCENTAGE
----                                                                   ----------
<S>                                                                    <C>
2003.........................................................           105.250%
2004.........................................................           103.500%
2005.........................................................           101.750%
2006 and thereafter..........................................           100.000%
</Table>



<PAGE>

         6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

         7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Amended Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Amended Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

         8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         9. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Amended Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Amended Indenture, the Subsidiary Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes. Without the consent of any Holder of a
Note, the Amended Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes or to alter the provisions regarding payment and exchange of Notes in a
manner that does not materially adversely affect any Holder, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Amended Indenture of any such
Holder, to allow any Guarantor to execute a supplemental indenture to the
Amended Indenture and/or a Subsidiary Guarantee with respect to the Notes, or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Amended Indenture under the Trust Indenture Act or to allow
any Guarantor to execute a supplemental indenture to the Amended Indenture
and/or Subsidiary Guarantee with respect to the Notes.

         10. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes (whether or not
prohibited by the subordination provisions of the Amended Indenture); (ii)
default in payment when due of principal of or premium, if any, on the Notes
(whether or not prohibited by the subordination provisions of the Amended
Indenture) when the same becomes due and payable at maturity, upon redemption



<PAGE>

(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least a majority in principal amount of then outstanding Notes to
comply with certain other agreements in the Amended Indenture or the Notes; (iv)
certain final judgments for the payment of money that remain undischarged for a
period of 60 days; (v) except as permitted by the Amended Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease to be in full force and effect or any
Guarantor or any Person acting on its behalf shall deny or disaffirm its
obligations under such Guarantor's Subsidiary Guarantee; and (vi) certain events
of bankruptcy or insolvency with respect to the Company or any of its Material
Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least a majority in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Amended Indenture
or the Notes except as provided in the Amended Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Amended Indenture except a continuing Default or Event of Default in
the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Amended Indenture, and the Company is required upon becoming aware of
any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

         11. SUBSIDIARY GUARANTEES. Payment of principal and interest (including
interest on overdue principal and overdue interest, if lawful) is
unconditionally guaranteed on a senior subordinated basis by certain
subsidiaries of the Company.

         12. SUBORDINATION. The payment of principal, premium, if any, and
interest on the Notes is subordinated to the prior payment of Senior Debt and
Exchange Notes on the terms provided in the Amended Indenture.

         13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         16. NO RECOURSE AGAINST OTHERS. A director, Officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Amended
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.



<PAGE>

         17. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         18. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Amended Indenture. Requests may be made to:

                  Silverleaf Resorts, Inc.
                  1221 River Bend Drive, Suite 120
                  Dallas, Texas 75247
                  Telecopier No.: (214) 905-0514
                  Attention: Sandra Cearley



<PAGE>

                                   EXHIBIT A-1

                            [FORM OF NOTATION ON NOTE

                        RELATING TO SUBSIDIARY GUARANTEE]

                              SUBSIDIARY GUARANTEE

         Silverleaf Berkshires, Inc., a Texas corporation, Bull's Eye Marketing,
Inc., a Delaware corporation, Silverleaf Resort Acquisitions, a Texas
corporation, Silverleaf Travel, Inc., a Texas corporation, Silverleaf Hotels,
Inc., a Texas corporation, Awards Verification Center, Inc. (formerly known as
Database Research, Inc.), a Texas corporation, eStarCommunications, Inc., a
Texas corporation (hereinafter referred to as the "Guarantors", which term
includes any successor or additional Guarantor under the Amended Indenture
referred to in the Note upon which this notation is endorsed), on terms and
conditions provided in the Amended Indenture, (i) has unconditionally guaranteed
(a) the due and punctual payment of the principal of and interest, if any, on
the Notes, whether at maturity or interest payment date, by acceleration, call
for redemption or otherwise, (b) the due and punctual payment of interest on the
overdue principal of and (if lawful) interest on the Notes, (c) the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee, all in accordance with the terms set forth in the Amended
Indenture, and (d) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise and (ii) has agreed to
pay any and all costs and expenses (including reasonable attorneys' fees)
incurred by the Trustee or any Holder in enforcing any rights under this
Subsidiary Guarantee. Capitalized terms used herein have the meanings assigned
to them in the Amended Indenture unless otherwise indicated.

         No stockholder, Officer, director or incorporator, as such, past,
present or future, of the Guarantors shall have any personal liability under
this Subsidiary Guarantee by reason of his or its status as such stockholder,
Officer, director or incorporator.

         This Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.



<PAGE>

         This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Amended Indenture by the manual signature of one of its authorized Officers.



Dated as of _______, 2002              AWARDS VERIFICATION CENTER, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Vice President and Treasurer


Dated as of _______, 2002              SILVERLEAF TRAVEL, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

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

Dated as of _______, 2O02              SILVERLEAF RESORT ACQUISITIONS, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Vice President and Treasurer



<PAGE>

Dated as of _______, 2002              BULL'S EYE MARKETING, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Treasurer

Dated as of _______, 2002              SILVERLEAF BERKSHIRES, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Sandra G. Cearley
                                          Title: Secretary

Dated as of _______, 2002              ESTARCOMMUNICATIONS, INC.


                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Treasurer



<PAGE>

                                 ASSIGNMENT FORM


         To assign this Note, fill in the form below: (I) or (we) assign and
         transfer this Note to


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

                  (Insert assignee's soc. sec. or tax I.D. no.)


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


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


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


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

              (Print or type assignee's name, address and zip code)


and irrevocably appoint
                        --------------------------------------------------------

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


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


Date:
     -----------------------------


                                       Your Signature:
                                                      --------------------------

                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee.



<PAGE>

                            [INSERT FOR GLOBAL NOTE]

   SCHEDULE OF EXCHANGES OF INTERESTS IN THE AMENDED AND RESTATED GLOBAL NOTE


         The following exchanges of a part of this Amended and Restated Global
Note for and interest in another Global Note or for a Definitive Note have been
made:

<Table>
<Caption>
                                                                            Principal Amount at
                                                                            maturity of this
                         Amount of decrease in     Amount of increase in    Amended and Restated     Signature of
                         Principal Amount of       Principal Amount of      Global Note following    authorized Officer of
                         this Amended and          this Amended and         such decrease            Trustee or Note
Date of Exchange         Restated Global Note      Restated Global Note     (or increase)            Custodian
----------------         ----------------------    ---------------------    ---------------------    ---------------------
<S>                      <C>                       <C>                      <C>                      <C>






</Table>



<PAGE>

                                    EXHIBIT B
                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Silverleaf Resorts, Inc. (or its permitted successor), a Texas
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Amended Indenture referred to herein) and Wells Fargo Bank Minnesota, N. A.,
as trustee under the Amended Indenture referred to below (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 1, 1998 providing for
the issuance of an aggregate principal amount of up to $200.0 million of 10 1/2%
Senior Subordinated Notes due 2008 (the "Notes");

         WHEREAS, the Company, the Trustee, and each of the Guaranteeing
Subsidiaries identified therein have entered into the Amended and Restated
Indenture ("Amended Indenture") as of __________, 2002;

         WHEREAS, the Amended Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the Notes
and the Amended Indenture on the terms and conditions set forth herein (the "New
Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01(g) of the Amended Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Amended Indenture.

2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

                  (a) Along with all Guarantors named in the Amended Indenture,
         to jointly and severally guarantee to each Holder of a Note
         authenticated and delivered by the Trustee and to the Trustee and its
         successors and assigns, irrespective of the validity and



                                      B-1
<PAGE>

         enforceability of the Amended Indenture, the Notes or the obligations
         of the Company hereunder or thereunder, that:

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

                           (ii) in case of any extension of time of payment or
                  renewal of any Notes or any of such other obligations, that
                  same will be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
                  at stated maturity, by acceleration or otherwise. Failing
                  payment when due of any amount so guaranteed or any
                  performance so guaranteed for whatever reason, the Guarantors
                  shall be jointly and severally obligated to pay the same
                  immediately.

                  (b) The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Amended Indenture, the absence of any action to enforce the
         same, any waiver or consent by any Holder of the Notes with respect to
         any provisions hereof or thereof, the recovery of any judgment against
         the Company, any action to enforce the same or any other circumstance
         which might otherwise constitute a legal or equitable discharge or
         defense of a Guarantor.

                  (c) The following is hereby waived: the benefit or advantage
         of any stay, extension or usury law wherever enacted, now or at any
         time hereafter in force, diligence, presentment, demand of payment,
         filing of claims with a court in the event of insolvency or bankruptcy
         of the Company, any right to require a proceeding first against the
         Company, protest, notice and all demands whatsoever.

                  (d) This New Subsidiary Guarantee shall not be discharged
         except by complete performance of the obligations contained in the
         Notes and the Amended Indenture, and the Guaranteeing Subsidiary
         accepts all of the obligations of a Guarantor under the Amended
         Indenture.

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

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.



                                      B-2
<PAGE>

                  (g) As between the Guaranteeing Subsidiary, on the one hand,
         and the Holders and the Trustee, on the other hand, (x) the maturity of
         the obligations guaranteed hereby may be accelerated as provided in
         Article 6 of the Amended Indenture for the purposes of this New
         Subsidiary Guarantee, notwithstanding any stay, injunction or other
         prohibition preventing such acceleration in respect of the obligations
         guaranteed hereby, and (y) in the event of any declaration of
         acceleration of such obligations as provided in Article 6 of the
         Amended Indenture, such obligations (whether or not due and payable)
         shall forthwith become due and payable by the Guaranteeing Subsidiary
         for the purpose of this New Subsidiary Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
         from any non-paying Guarantor so long as the exercise of such right
         does not impair the rights of the Holders under the Guarantee.

                  (i) After giving effect to any maximum amount and any other
         contingent and fixed liabilities that are relevant under any applicable
         Bankruptcy or fraudulent conveyance 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 Article 11 of the Amended
         Indenture, this New Subsidiary Guarantee shall be limited to the
         maximum amount as shall result in the obligations of such Guarantor
         under its New Subsidiary Guarantee not constituting a fraudulent
         transfer or conveyance.

3. Execution and Delivery. The Guaranteeing Subsidiary agrees that this New
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of this New Subsidiary Guarantee.

4. Guaranteeing Subsidiary may Consolidate, Etc., On Certain Terms.

                  (a) Subject to Section 11.06 of the Amended Indenture and
         Section 5 hereof, the Guaranteeing Subsidiary may not consolidate with
         or merge with or into (whether or not such Guaranteeing Subsidiary is
         the surviving Person) another corporation, Person or entity whether or
         not affiliated with such Guaranteeing Subsidiary or sell or otherwise
         dispose of all or substantially all of its assets to or liquidate into
         any such corporation, Person or entity, unless:

                           (i) subject to Section 2(i) hereof, the Person formed
                  by or surviving any such consolidation or merger or acquiring
                  such assets upon such sale, disposition or liquidation (if
                  other than a Guarantor or the Company) unconditionally assumes
                  all the obligations of such Guaranteeing Subsidiary, pursuant
                  to a supplemental indenture in form and substance reasonably
                  satisfactory to the Trustee, under the Notes, the Amended
                  Indenture, the Subsidiary Guarantees and this New Subsidiary
                  Guarantee on the terms set forth herein or therein; and



                                      B-3
<PAGE>

                           (ii) immediately after giving effect to such
                  transaction, no Default or Event of Default exists.

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

                  (c) Except as set forth in Articles 4, 5 and 11 of the Amended
         Indenture, and notwithstanding clauses (a) and (b) above, nothing
         contained in the Amended Indenture or in any of the Notes shall prevent
         any consolidation or merger of the Guaranteeing Subsidiary with or into
         the Company or another Guarantor, or shall prevent any sale or
         conveyance of the property of the Guaranteeing Subsidiary as an
         entirety or substantially as an entirety to the Company or another
         Guarantor.

5. Releases.

         (a) In the event of a sale or other disposition of all of the assets of
the Guaranteeing Subsidiary, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of the Guaranteeing
Subsidiary, in each case to a corporation, Person or entity which is not, and
giving effect to the transaction will not be, the Company or a Restricted
Subsidiary of the Company, then such Guaranteeing Subsidiary (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guaranteeing Subsidiary) 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 Guaranteeing Subsidiary) will be
released and relieved of any obligations under this New Subsidiary Guarantee (b)
Any Guarantor (including the Guaranteeing Subsidiary) not released from its
obligations under its Subsidiary Guarantee or New Subsidiary Guarantee, as the
case may be, shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Amended Indenture as provided in Article 11 of the Amended Indenture.

6. No Recourse Against Others. No past, present or future director, Officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, any Subsidiary Guarantees, the Amended Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by



                                      B-4
<PAGE>

accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.

7. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

9. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.

10. The Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Company.



                                      B-5
<PAGE>

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

Dated:                ,
       ---------------  ----
                                       [GUARANTEEING SUBSIDIARY]


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

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

                                       SILVERLEAF RESORTS, INC.


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

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

                                       AWARDS VERIFICATIONS CENTER, INC.


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

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



                                      B-6
<PAGE>

                                       SILVERLEAF TRAVEL, INC.


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

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

                                       SILVERLEAF RESORT ACQUISITIONS, INC.


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

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

                                       SILVERLEAF BERKSHIRES, INC.


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

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

                                       BULL'S EYE MARKETING, INC.


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

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



                                      B-7
<PAGE>

Dated as of                            ESTARCOMMUNICATIONS, INC.
            ---------------

                                       By:
                                          --------------------------------------
                                          Name: Robert E. Mead
                                          Title: Chief Executive Officer

                                       By:
                                          --------------------------------------
                                          Name: Harry J. White, Jr.
                                          Title: Chief Financial Officer

                                       WELLS FARGO BANK MINNESOTA, N.A.
                                       as Trustee


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



                                      B-8
<PAGE>
                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
Trust Indenture
  Act Section                                                                             Amended 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).....................................................................................                   2.05
    (b).....................................................................................                  12.03
    (c).....................................................................................                  12.03
313 (a).....................................................................................                   7.06
    (b)(1)..................................................................................                   N.A.
    (b)(2)..................................................................................                   7.07
    (c).....................................................................................             7.06;12.02
    (d).....................................................................................                   7.06
314 (a).....................................................................................             4.03;12.02
    (b).....................................................................................                   N.A.
    (c)(1)..................................................................................                  12.04
    (c)(2)..................................................................................                  12.04
    (c)(3)..................................................................................                   N.A.
    (d).....................................................................................                   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).....................................................................................                   2.12
317 (a)(1)..................................................................................                   6.08
    (a)(2)..................................................................................                   6.09
    (b).....................................................................................                   2.04
</Table>



<PAGE>

<Table>
<S>                                                                                       <C>
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 Amended Indenture.