MOVIEPLEX REALTY LEASING, L.L.C.

                                       and

                            FIRST UNION NATIONAL BANK

                                   as Trustee



                               INDENTURE OF TRUST

                          Dated as of November 1, 1997


                        Movieplex Realty Leasing, L.L.C.
                        Adjustable Rate Tender Securities
                             (Carmike Cinemas, Inc.)
                           1997 Series A and Series B




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<PAGE>

                               INDENTURE OF TRUST


         THIS INDENTURE OF TRUST is dated as of November 1, 1997, by and between
MOVIEPLEX REALTY LEASING,  L.L.C., a New Jersey limited  liability  company (the
"Issuer"),  and First Union National Bank, a national  banking  institution duly
organized,  validly  existing and authorized to accept and execute trusts of the
character  herein set out with a corporate trust office located at 999 Peachtree
Street, N.E., Suite 1100, Atlanta, Georgia 30309, as Trustee (the "Trustee").

                                    RECITALS

         A. The Issuer has agreed to issue the Bonds and apply the  proceeds  of
the Bonds (1) to finance a portion of the Costs of the Projects;  and (2) to pay
certain Financing Costs in connection with of the Bonds.

         B. Pursuant to the Lease, the Issuer shall lease the Leased Property to
the Company and the Company shall pay Rent to the Issuer.

         C. The Bonds  shall be  special,  limited  obligations  of the  Issuer,
payable  solely  from the Trust  Estate or from the  liquidation  of  collateral
pledged by the Issuer as security for its performance hereunder.

         D. The Issuer and the Trustee have agreed to enter into this  Indenture
of Trust, pursuant to which the Bonds shall be issued.

         E. All things  necessary to make the Bonds,  when  authenticated by the
Trustee and issued as in this Indenture provided,  the valid,  binding and legal
obligations  of the Issuer  according to the import  thereof,  and to constitute
this Indenture a valid assignment and pledge of the amounts assigned and pledged
to the payment of the  principal of and interest on the Bonds have been done and
performed,  and the creation,  execution and delivery of this Indenture, and the
creation, execution and issuance of the Bonds, subject to the terms hereof, have
in all respects been duly authorized.

                                GRANTING CLAUSES

         NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH;

         That the Issuer, in consideration of the premises and the acceptance by
the Trustee of the trusts hereby  created and of the purchase and  acceptance of
the Bonds by the Holders  thereof,  and of the issuance by the LC Issuers of the
Letters  of Credit,  and of the sum of one  dollar,  lawful  money of the United
States of America, to it duly paid by the Trustee at or before the execution and
delivery of these presents, and for other good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  (A) in order to secure the payment of
the principal of and premium,  if any, and interest on and the purchase price of
the Bonds according to their tenor and effect, and to secure the performance and
observance by the Issuer of all the covenants expressed herein and in the Bonds,
does  hereby  assign and grant a security  interest in and to (i) the Letters of
Credit and the proceeds of all drawings made  thereunder  and (ii) the Bond Fund
and the various accounts  therein (other than the Excess Bond Proceeds  Account)
and all amounts on deposit from time to time therein,  (collectively,  the "Bond
Trust Estate") to the Trustee and its  successors in trust and assigns  forever,
and (B) in order to secure  the  payment  of all  amounts  payable by the Issuer
pursuant  to the  Reimbursement  Agreement,  and to secure the  performance  and
<PAGE>
observance  by the Issuer of all the  covenants  expressed in the  Reimbursement
Agreement, does hereby assign and grant a security interest in and to the Excess
Bond Proceeds  Account within the Bond Fund, and the Project Fund and all of the
Accounts  therein,  and all amounts on deposit  from time to time  therein  (the
"Letters of Credit Trust Estate" and,  together with the Bond Trust Estate,  the
"Trust Estate").

         EXPRESSLY RESERVING, however, to the Issuer the Reserved Rights.

         TO HAVE AND TO HOLD all and singular the Trust Estate whether now owned
or hereafter  acquired,  unto the Trustee and its respective  successors in said
trust and assigns forever;

         IN TRUST  NEVERTHELESS,  upon the terms and trusts herein set forth for
the equal and  proportionate  benefit,  security and protection of (A) as to the
Bond Trust Estate, all present and future Holders of the Bonds from time to time
issued  under and  secured by this  Indenture  without  privilege,  priority  or
distinction  as to the lien or  otherwise  of any of the  Bonds  over any of the
other  Bonds  except in the case of funds  held  hereunder  for the  benefit  of
particular  Holders of Bonds and (B) as to the Letters of Credit  Trust  Estate,
the Agent for the benefit of the Letters of Credit Issuers;

         PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall
well and truly pay, or cause to be paid the  obligations of the Issuer under the
Reimbursement  Agreement and the principal of, premium,  if any, and interest on
the Bonds due or to become due thereon (upon  redemption or  otherwise),  at the
times and in the manner set forth in the Bonds  according to the true intent and
meaning  thereof,  and  shall  cause  the  payments  to be made on the  Bonds as
required  hereunder,  or shall  provide,  as permitted  hereby,  for the payment
thereof by  depositing  with the Trustee the entire  amount due or to become due
thereon,  and shall well and truly cause to be kept,  performed and observed all
of its covenants and  conditions  pursuant to the terms of this  Indenture,  and
shall pay or cause to be paid to the  Trustee all sums of money due or to become
due to it in accordance with the terms and provisions hereof and all obligations
of the  Company  under the Lease  have been  paid,  then upon the final  payment
thereof this Indenture and the rights hereby granted shall cease,  determine and
be void,  except  to the  extent  specifically  provided  in  Article  X hereof;
otherwise this Indenture shall remain in full force and effect.

         THIS INDENTURE FURTHER WITNESSETH,  and it is expressly declared,  that
all Bonds  issued and  secured  hereunder  are to be issued,  authenticated  and
delivered  and all said  property,  rights  and  interests,  including,  without
limitation,  the amounts  payable under the Lease and any other  amounts  hereby
assigned  and  pledged  are to be dealt  with and  disposed  of under,  upon and
subject to the terms, conditions,  stipulations,  covenants, agreements, trusts,
uses and purposes as herein expressed, and the Issuer has agreed and covenanted,
and does hereby  agree and  covenant  with the  Trustee and with the  respective
Holders of the Bonds as follows:
<PAGE>
                                    ARTICLE I

DEFINITIONS


         Section 1.01.  Definitions.  Capitalized  terms used but not defined in
this  Indenture  shall  have  the  meanings  given  to them in the  Lease or the
Reimbursement  Agreement,  as the case may be. In addition,  the following terms
shall have the meanings specified in this Article,  unless the context otherwise
requires:

         "Act of Bankruptcy of an LC Issuer" occurs when an LC Issuer, as issuer
of a Letter of Credit,  becomes insolvent or fails to pay its debts generally as
such  debts  become  due or admits in writing  its  inability  to pay any of its
indebtedness or consents to or petitions for or applies to any authority for the
appointment of a receiver, liquidator, trustee or similar official for itself or
for all or any substantial part of its properties or assets or any such trustee,
receiver,  liquidator  or  similar  official  is  otherwise  appointed  or  when
insolvency,  reorganization,  arrangement or liquidation proceedings (or similar
proceedings) are instituted by or against such LC Issuer.

         "Additional Bonds" means any Series of Additional Bonds issued pursuant
to Section 2.05A hereof.

         "Affiliate" of any Person means (i) any other Person which directly, or
indirectly through one or more  intermediaries,  controls such Person,  (ii) any
other Person which directly,  or indirectly through one or more  intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person  owns,  directly or  indirectly,  20% or more of the
common stock or equivalent equity interests.  As used herein, the term "control"
means  possession,  directly or indirectly,  of the power to direct or cause the
direction  of the  management  or  policies  of a Person,  whether  through  the
ownership of voting securities, by contract or otherwise.

         "Agency and  Development  Agreement"  means the Agency and  Development
Agreement dated the Closing Date between the Issuer and the Company, pursuant to
which,  among other things,  the Company agrees to act as development  agent for
the  Issuer  for  the  purpose  of  selecting  the  Individual   Properties  and
constructing the Applicable Projects.

         "Agent" means,  (i) initially,  Wachovia Bank, N.A., and its successors
and assigns in that capacity as agent for the LC Issuers  issuing the Letters of
Credit,  and (ii)  thereafter,  either (A) in the event that only one  Alternate
Letter of Credit is outstanding, the LC Issuers issuing such Alternate Letter of
Credit or (B) in the event  that  there are no  Letters  of Credit or  Alternate
Letters of Credit outstanding, the Trustee.

         "Agent Consent Period" means any period during which (i) the Letters of
Credit are in effect,  (ii) no LC Issuer shall have wrongfully failed to honor a
drawing,  and (iii) there shall not have  occurred an Act of Bankruptcy of an LC
Issuer.

         "Alternate  Letters  of  Credit"  means,  collectively,   any  and  all
irrevocable,  direct-pay  letters  of credit  issued in  confirmation  of, or in
replacement or substitution  for, any Letters of Credit or Alternate  Letters of
Credit, which (i) authorize drawings thereunder by the Trustee,  (ii) are issued
by one or more national banking  associations,  banks,  trust companies or other
financial  institutions  which  are  Eligible  Lenders  and  (iii)  satisfy  the
requirements of Section 5.08.
<PAGE>
         "Annual  Payment  Date" means the first (1st)  Monday of each  December
commencing on the first (1st) Monday of December,  1998 of each  calendar  year,
provided,  however,  that if such day is not a Business  Day,  then such  Annual
Payment Date shall be the next succeeding Business Day.

         "Applicable   Acquisition   Agreement"  means,  with  respect  to  each
Individual  Property,  the agreement  between the Issuer, as purchaser or ground
lessee,  as the case may be,  and the  seller of such  Individual  Property,  as
seller or ground  lessor,  as the case may be,  pursuant to which the Issuer has
agreed or will agree to purchase or ground lease such Individual Property.

         "Applicable Approvals" means, with respect to each Individual Property,
all permits,  approvals and  authorizations,  including without  limitation site
plan approval or similar land  development  approvals,  which are required under
Legal  Requirements  or by  Governmental  Authorities  in  connection  with  the
acquisition  or lease  of such  Individual  Property,  the  construction  of the
Improvements and the Off-Site Improvements and the other activities constituting
part of the Applicable Project.

         "Applicable Assignment of Rents" means, with respect to each Individual
Property,  the  assignment of rents  pursuant to which the Issuer assigns to the
Agent  all of the  Issuer's  right,  title  and  interest  in and to all  leases
affecting or relating to such Individual Property.

         "Applicable  Completion  Date" means,  with respect to each  Individual
Property,  the date as of  which  the  Improvements  thereon  are  substantially
completed,  as such date shall be evidenced by a final  certificate of occupancy
issued by the applicable  Governmental Authority and certified by the Company to
the Issuer and the Agent pursuant to Section 7(e) of the Agency and  Development
Agreement.

         "Applicable   Construction  Agreement"  means,  with  respect  to  each
Individual  Property,  the  agreement or  agreements  between the Issuer and any
Contractor(s) with respect to the construction of the Improvements on or at such
Individual Property.

         "Applicable  Mortgage" means, with respect to each Individual Property,
the fee or leasehold mortgage and security  agreement,  deed of trust or similar
document  pursuant  to which the Issuer  grants to the Agent a first lien on and
security interest in and to its interest in such Individual Property.

         "Applicable  Plans and  Specifications"  means,  with  respect  to each
Individual   Property,   the   architectural   and   engineering   drawings  and
specifications  describing the  construction of the  Improvements  thereon which
have been prepared for and accepted by the Company and which are approved by the
Issuer and the Agent prior to the commencement of any construction  with respect
to the Applicable Project.

         "Applicable  Project" means, with respect to each Individual  Property,
the  acquisition  or lease,  construction,  renovation or  installation  of such
Individual  Property,  the  Improvements  thereon and the Off-Site  Improvements
relating thereto,  including any expansion of, or additional equipment installed
in, any Individual Property, which is funded in whole or in part by the proceeds
of the  issuance of the Bonds,  for use by the Company  pursuant to the Lease or
any Supplemental Lease.

         "Applicable State" means, with respect to each Individual Property, the
state or  commonwealth  within which such  Individual  Property,  or any portion
thereof, is located.
<PAGE>
         "Assignments  of  Rents"  means,  collectively,  all of the  Applicable
Assignments of Rents from time to time.

         "Authorized  Officer" or "Authorized  Representative"  means,  (1) with
respect to the  Issuer:  any  manager  of the  Issuer;  (2) with  respect to the
Company:  the  President,  any Executive Vice President or any Vice President or
such  other  person  at the time and from  time to time  designated  by  written
certificate  furnished  to the Issuer and the Trustee  containing  the  specimen
signatures  of such person and signed on behalf of the Company by the  Secretary
or  Assistant  Secretary of the  Company;  (3) with respect to the Trustee:  any
officer of the Trustee  authorized by the Trustee to act or execute documents on
behalf of the Trustee; and (4) with respect to the Agent: any officer.

         "Available Moneys" means (i) proceeds of a drawing under the Letters of
Credit and (ii) any moneys paid to the Trustee  which have been on deposit  with
the  Trustee in the Bond Fund for at least 91 days  during and prior to which no
Event of Bankruptcy shall have occurred, and the proceeds of investments of such
moneys,  and with  respect  to which the  Trustee  has  received  an  opinion of
nationally  recognized counsel  experienced in bankruptcy matters and acceptable
to the Trustee and the Rating Agencies to the effect that the use of such moneys
to  pay  principal  of,  premium  (if  any)  on or  interest  on the  Bonds,  as
applicable,  will not constitute an avoidable  transfer under Section 547 of the
United States Bankruptcy Code in the event of a bankruptcy case under the United
States  Bankruptcy  Code by the  Issuer  or by or  against  the  Company  or any
Affiliate, as debtor; provided that when used with respect to payment of amounts
due in respect of any Pledged Bonds or Company Bonds,  "Available  Moneys" means
any moneys held by the Trustee and  available  for such payment  pursuant to the
terms of this Indenture except for moneys drawn under the Letters of Credit.

         "Bankruptcy  Code" means Title 11 of the United  States Code (11 U.S.C.
ss. 101-1330), as amended from time to time.

         "Basic  Rent"  means  the  rent  required  to be paid  pursuant  to the
provisions of Section 3.5 of the Lease.

         "Basic Rent Payment" means the payment of Basic Rent.

         "Bond" or "Bonds"  means,  any one or more of the Series A Bonds or the
Series B Bonds or of any Series of  Additional  Bonds or Refunding  Bonds or any
Bonds  which  are  hereafter  authenticated  and  delivered  in  lieu  of  or in
substitution for such Bonds pursuant to the Indenture.

         "Bond Fund" means the fund so designated  and  established  pursuant to
Section 5.04.

         "Bond  Purchase  Agreement"  means,  collectively,  the  bond  purchase
agreements  dated the  Closing  Date  among the  Issuer  and the Bond  Purchaser
relating to the  issuance  and sale of the Bonds,  as the same may be amended or
supplemented from time to time.

         "Bond  Purchaser"  means,  collectively,  The Charles  Schwab Family of
Funds on behalf of Schwab Money Market Fund,  Schwab Value Advantage Money Fund,
Schwab Institutional Advantage Money Fund and Schwab Retirement Money Fund.

         "Bondholder   Tender   Notice"  means  a  written  notice  meeting  the
requirements of Section 4.01.

         "Book-Entry Bonds" means any Series of Bonds which are authorized to be
issued in book entry form.
<PAGE>
         "Business Day" means any day except a Saturday,  Sunday or other day on
which  commercial  banks in New York, New York and Georgia are authorized by law
to close.

         "Capitalized  Interest  Account"  means the account so  designated  and
established in the Project Fund pursuant to Section 5.02A.

         "Capitalized  Interest Reserve Account" means the account so designated
and established in the Project Fund pursuant to Section 5.02B.

         "Closing  Date" means  November 20,  1997,  being the date on which the
Transaction  Documents shall be executed and delivered by the respective parties
thereto and the date on which the  Trustee  shall  authenticate  and deliver the
Bonds.

         "Company" means Carmike Cinemas, Inc., a Delaware corporation,  and its
successors and assigns.

         "Company Bonds" means any Bonds of which ownership is registered in the
name of the Company or any Affiliate, other than Pledged Bonds.

         "Contractor"  means,  with  respect  to each  Applicable  Project,  any
contractor  selected  by the  Company,  with the  approval of the Issuer and the
Agent, to construct, renovate and install such Applicable Project.

         "Conversion"  means the  conversion  of the interest  rate on the Bonds
from the Weekly Mode to the Term Mode as provided in Section 2.05.

         "Conversion  Date" means any  Interest  Payment  Date on which the Rate
Mode of the Bonds is converted from the Weekly Mode to the Term Mode pursuant to
Section 2.05.

         "Conversion  Option" means the option of the Issuer (to be exercised at
the direction of the Company) to convert the interest rate on the Bonds from the
Weekly Mode to the Term Mode as provided in, and subject to, Section 2.05.

         "Costs" or "Costs of the  Projects"  means (i) all Hard and Soft Costs,
plus (ii) all Financing Costs, plus (iii) all Capitalized  Interest Costs, minus
(iv) all  interest  earned  prior to the Final  Project  Completion  Date on all
amounts held in the Funds and Accounts under the Indenture.

         "Debt  Service"  means,  for any  period or  payable  at any time,  the
principal of,  premium,  if any, on and interest on the Bonds for that period or
payable at that time whether due at maturity or upon acceleration or redemption.

         "Defeasance Obligations" means (a) Government Obligations,  and (b) any
Qualified  Investments  that are rated by either  Rating  Agencies in any of its
highest long-term debt rating  categories  (without regard to pluses or minuses)
which  obligations are not subject to redemption prior to maturity other than at
the option of the holder or which have been  called for  redemption  at a stated
future date.

         "DTC" means The Depository Trust Company, New York, New York, a limited
purpose trust company organized under the laws of the State of New York, and
its successors and assigns.

         "Equity  Investment  Account"  means  the  account  so  designated  and
established in the Project Fund pursuant to Section 5.02E.
<PAGE>
         "Event of Bankruptcy"  means a petition by or against the Issuer or any
"Affiliate"  (as  defined  in the  Bankruptcy  Code)  of the  Issuer  under  the
Bankruptcy  Code or any other  bankruptcy  act or any  similar  act which may be
enacted  which  shall have been  filed,  unless  such  petition  shall have been
dismissed and such dismissal shall be final and not subject to appeal.

         "Event of  Default"  means any of the events  described  as an Event of
Default in Section 7.01.

         "Excess Bond  Proceeds  Account"  means the account so  designated  and
established in the Bond Fund pursuant to Section 5.04.

         "Expiration  Date" means the stated  expiration  date of the Letters of
Credit,  as such  date may be  extended  from  time to time by the Agent and the
Lenders.

         "Extraordinary Services" and "Extraordinary Expenses" mean all services
rendered and all reasonable  expenses properly incurred by the Trustee or any of
its agents  under this  Indenture,  other than  Ordinary  Services  and Ordinary
Expenses.

         "Federal  Funds Rate" shall have the meaning  given to such term in the
Reimbursement Agreement.

         "Final  Project  Completion  Date" means the date which is  twenty-four
(24) months after the Series Issue Date.

         "Financial  Advisor" means RealVest Capital  Corporation,  a New Jersey
corporation.

         "Financing Costs" means and includes all fees and expenses necessary to
issue, offer and sell the Bonds and to arrange for the Landlord's Equity Amount,
including  without  limitation  (i) the fees and  reimbursable  expenses  of the
Financial Advisor, the Placement Agent, the Agent and the Lenders, (ii) the fees
and  reimbursable  expenses of the attorneys for the Landlord,  the Tenant,  the
Agent and the  Lenders and (iii) all other costs  relating to the  issuance  and
sale of the Bonds,  including  Rating Agency fees,  printing  expenses,  Trustee
setup fees and Trustee's counsel fees.

         "Financing   Costs   Account"  means  the  account  so  designated  and
established in the Project Fund pursuant to Section 5.02C.

         "Fund" means any of the funds established under the Indenture.

         "Fund Account Security  Agreement" shall have the meaning given to such
term in the Reimbursement Agreement.

         "Government  Obligations"  means direct  obligations of, or obligations
the principal of and interest on which are  unconditionally  guaranteed  by, the
United  States of America,  including  obligations  issued or held in book-entry
form on the books of the  Department  of the  Treasury  of the United  States of
America  and  including  a  receipt,  certificate  or any other  evidence  of an
ownership  interest in such obligations or in specified  portions thereof (which
may consist of specified portions of interest thereon).
<PAGE>
         "Hard and Soft Costs"  means and shall be deemed to  include,  together
with any other  proper item of cost which is not  specifically  mentioned in the
Lease, whether incurred prior to or after the date of the Lease, (a) the cost of
the acquisition or the ground leasing of the Leased Property,  fees and expenses
related thereto; (b) the costs and expenses of the Issuer which are incurred for
labor and materials and payments to  Contractors,  builders and  materialmen  in
connection  with  the  acquisition  or  leasing,  construction,  renovation  and
installation of any Individual  Property;  (c) the cost of contract bonds and of
insurance of any kind that may be required or that may be  necessary  during the
course  of  acquisition,   construction,  renovation  and  installation  of  any
Individual Property which is not paid by the Contractor or Contractors;  (d) the
costs and expenses of the Issuer for test borings, surveys, estimates, plans and
specifications  and  preliminary  investigations  therefor,  and for supervising
construction,  as well as for the  performance  of all  other  duties  which are
required by or which are  consequent  to the proper  construction,  acquisition,
renovation and  installation  of any  Individual  Property;  (e)  [Intentionally
Omitted];  (f) all other costs  which the Issuer  shall be required to pay under
the terms of any  Applicable  Acquisition  Agreement or Applicable  Construction
Agreement for the acquisition,  construction,  renovation or installation of any
Individual Property; (g) any sums which are required to reimburse the Issuer for
any advances  which are made by it for any of the above items,  or for any other
costs which are incurred and for work which has been done by it,  provided  that
same is  properly  chargeable  to any  Individual  Property;  and (h) such other
expenses  which are not  specified  in the Lease or the Agency  and  Development
Agreement  and  which  may be  necessary  or  incidental  to  the  construction,
acquisition,  renovation  and  installation  of  any  Individual  Property,  the
financing  thereof and the placing of the same in use and  operation.  "Hard and
Soft Costs" shall also  include the costs and expenses  incurred by any agent of
the Issuer or any other Person for any of the above-mentioned items.

         "Holder"  or  "Bondholder"  means the  Person  in whose  name a Bond is
registered on the Register.

         "Improvements" means (i) with respect to each Individual Property,  all
buildings,   structures  and  other   improvements  (and  additions  thereto  or
substitutions or modifications  thereof)  presently  existing  thereon,  and all
buildings,   structures  and  other   improvements  (and  additions  thereto  or
substitutions or modifications thereof) to be constructed thereon as part of the
Applicable Project in accordance with the Applicable Construction Agreement, the
Applicable Approvals and the Applicable Plans and Specifications,  and (ii) with
respect  to  the  Leased  Property,  all  Improvements   constructed  or  to  be
constructed,  collectively,  on  all  of the  Individual  Properties;  provided,
however, that the Improvements shall not include any Equipment.

         "Indenture"  means this Indenture of Trust,  as amended or supplemented
from time to time.

         "Indexing Agent" means, initially,  RealVest Securities Corporation and
any Person meeting the  qualifications  of, and designated  from time to time to
act as Indexing  Agent under,  Section 8.17.  "Principal  Office of the Indexing
Agent" means the  principal  office of the Indexing  Agent at the address of the
Indexing Agent set forth in Section 11.03,  or any other office so designated in
writing by the  Indexing  Agent to the Issuer,  the Trustee,  the  Company,  the
Remarketing Agent and the Agent.

         "Individual  Property"  means,  individually,   (i)  each  Supplemental
Property  and  (ii)  each  Substitute  Property  which  is  substituted  for  an
Individual Property pursuant to Section 4.4 of the Lease.
<PAGE>
         "Interest  Payment Date" means the first Monday of each calendar  month
(or, if such date is not a Business  Day,  the next  succeeding  Business  Day),
commencing on January 5, 1998.

         "Issuer" means Movieplex  Realty Leasing,  L.L.C., a New Jersey limited
liability company, and its successors and assigns.

         "LC  Issuers"  shall  have  the  meaning  given  to  such  term  in the
Reimbursement Agreement.

         "LC  Participants"  shall  have the  meaning  given to such term in the
Reimbursement Agreement.

         "Lease"  means that  certain  Master  Lease  between the Issuer and the
Company dated the Closing Date as the same may be amended or supplemented.

         "Leased Property" means, collectively, all of the Individual Properties
now or from time to time hereafter  leased by the Issuer to the Company pursuant
to the Lease or any Supplemental Lease hereafter entered into between the Issuer
and the Company.

         "Lenders"   shall  have  the   meaning   given  to  such  term  in  the
Reimbursement Agreement.

         "Letters of Credit" means,  collectively,  the irrevocable,  direct-pay
letters  of  credit  issued  by the LC  Issuers  to the  Trustee  on the date of
execution and delivery of the  Indenture  and any  Alternate  Letters of Credit,
under  which the  Trustee is  authorized,  subject  to the terms and  conditions
thereof,  to draw, in the aggregate,  up to (a) an amount equal to the principal
amount of the  Outstanding  Bonds (i) to enable the Trustee to pay the principal
amount of the Bonds when due, at maturity,  upon redemption or upon acceleration
and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds
tendered to it and not remarketed  corresponding to the principal amount of such
Bonds, plus (b) an amount equal to interest to accrue at the Maximum Rate on the
Outstanding  Bonds for 43 days (i) to enable the Trustee to pay  interest on the
Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase
price of Bonds  tendered to it and not remarketed  corresponding  to the accrued
interest on such Bonds,  as the same may be  amended,  transferred,  reissued or
extended in accordance with the Indenture.

         "Letter of Credit Debt Service Account" means the account so designated
and established in the Bond Fund pursuant to Section 5.04.

         "Letter of Credit Purchase  Account" means the special trust account so
designated and established in the Bond Fund pursuant to Section 4.04.

         "Lease  Payments"  means the Rent  payments  required to be made by the
Company pursuant to Article 3 of the Lease.

         "Master  Assignment"  means the  Master  Assignment  of  Contracts  and
Agreements,  dated the Closing Date from the Issuer, as assignor,  to the Agent,
as assignee, and executed by the Company and the Trustee.

         "Maximum Rate" means,  initially,  10% per annum, and thereafter,  such
higher rate  specified by the Issuer at the request of the LC Issuers which does
not exceed 12% per annum or any higher rate which may be approved  hereunder  by
<PAGE>
resolution of the Issuer; provided, however, that the LC Issuers shall deliver a
written  amendment  or  replacement  of the  Letters  of Credit  increasing  the
Interest  Component (as defined in the Letters of Credit) to 43 days interest at
the new Maximum Rate specified by the LC Issuers. The consent of the Bondholders
shall not be required for any such increase in the Maximum Rate.

         "Money Market  Equivalent  Yield" means the unweighted daily average of
the discounted 30-day Commercial Paper Rate (AA-Financial Composite),  converted
to a money market  equivalent  yield (i.e.,  actual/360  days), for all Business
Days  within the  preceding  Weekly  Rate  Period,  as  reported in the Board of
Governors  of  the  Federal  Reserve  Board  Statistical   Release  (or  another
recognized  reporting  source approved by the Issuer and the Agent.)  [Regarding
the computation of interest for a Weekly Rate Period, see Section 2.03.]

         "Mortgages" means,  collectively,  all of the Applicable Mortgages from
time to time.

         "Net Proceeds" means any insurance  proceeds or condemnation award paid
with respect to any Individual Property remaining after payment therefrom of all
expenses incurred in the collection thereof.

         "Off-Site  Improvements"  means  (i) with  respect  to each  Individual
Property, those improvements required to be constructed or installed pursuant to
the Applicable Approvals on land other than such Individual  Property,  and (ii)
with respect to the Leased Property, all Off-Site Improvements constructed or to
be constructed, collectively, on all of the Individual Properties.

         "Ordinary   Services"  and  "Ordinary  Expenses"  mean  those  services
normally  rendered,  and those expenses  normally  incurred,  by a trustee under
instruments similar to this Indenture.

         "Outstanding   Bonds",   "Bonds   Outstanding"  or   "Outstanding"   or
"outstanding"  as applied to Bonds mean, as of the  applicable  date,  all Bonds
which have been authenticated and delivered, or which are being delivered by the
Trustee under this Indenture, including Pledged Bonds and Company Bonds, except:

                  (a)      Bonds  cancelled  or  required to be  cancelled  upon
                           surrender,  exchange or  transfer,  or  cancelled  or
                           required  to  be  cancelled  because  of  payment  or
                           redemption  on or  prior  to that  date  pursuant  to
                           Section 2.11;

                  (b)      On  or  after  any  purchase  date  for  Bonds  to be
                           purchased  pursuant  to Article  IV, all  Undelivered
                           Bonds (or portions of Bonds)  which are  purchased on
                           such date,  provided that funds  sufficient  for such
                           purchase are on deposit with the Trustee;

                  (c) Bonds which are deemed paid in accordance  with Article X;
and

                  (d)  Bonds  in   substitution   for  which  others  have  been
authenticated and delivered under Section 2.10.

For purposes of approval or consent by the Holders,  "Outstanding Bonds," "Bonds
outstanding" or  "outstanding" as applied to Bonds shall not include Bonds owned
by or on behalf of the Issuer,  the Company or an  Affiliate  (unless all of the
outstanding  Bonds are so owned),  or the Agent  (unless all of the  outstanding
Bonds are so owned).
<PAGE>
         "Person" means any individual,  corporation, company, limited liability
company,  voluntary  association,  partnership,  limited liability  partnership,
joint venture, trust,  unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof).

         "Payment Direction Agreement" shall have the meaning given to such term
in the Lease.

         "Placement  Agent" means RealVest  Securities  Corporation,  a New York
corporation.

         "Placement,  Indexing and Remarketing  Agreement"  means the Placement,
Indexing  and  Remarketing  Agreement  dated as of the date  hereof  between the
Issuer  and  RealVest  Securities  Corporation,   as  Placement,   Indexing  and
Remarketing Agent.

         "Pledged Bonds" shall have the meaning assigned to such term in Section
4.05.

         "Project Costs Account" means the account so designated and established
in the Project Fund pursuant to Section 5.02D.

         "Project Fund" means the fund so designated and established pursuant to
Section 5.01A.

         "Purchase  Date"  means (a) with  respect  to any  optional  tender for
purchase  pursuant to Section 4.01 of Bonds in the Weekly Mode, any Business Day
designated  as the date of such  purchase  pursuant to such Section and (b) with
respect to any mandatory  purchase  pursuant to Section 4.02, (1) in the case of
Bonds which are to be purchased  upon  conversion  from one Rate Mode to another
Rate Mode, the  Conversion  Date, or if such  Conversion  Date is not a Business
Day, the first Business Day succeeding such Conversion  Date, (2) in the case of
Bonds to be  purchased  in  anticipation  of the  expiration  of the  Letters of
Credit,  the Interest  Payment Date next  preceding the  Expiration  Date of the
Letters of Credit, and (3) in the case of Bonds to be purchased at the direction
of the Agent,  the purchase  date  stipulated  by the Agent  pursuant to Section
7.03.

         "Qualified  Investments"  means, (i) to the extent such investments are
legal  investments of funds of the Issuer,  and (ii) with respect to moneys from
time to time held in the Project Fund, the Capitalized  Interest Account and the
Capitalized  Interest  Reserve  Account,  to the  extent  the  Agent's  security
interest in such  investments is fully  perfected as a first  priority  security
interest at all times:

                  (a)      Direct  obligations  of, or obligations the principal
                           of  and   interest   on  which  are   unconditionally
                           guaranteed  by,  the  United  States of  America  and
                           certificates that evidence  ownership of the right to
                           payments   of   principal   or   interest   on   such
                           obligations,  provided that the obligations evidenced
                           by such certificates shall be held in trust by a bank
                           or trust company or a national banking association;
<PAGE>
                  (b)      Obligations  the  timely  payment  of  principal  and
                           interest on which is fully  guaranteed  by any agency
                           or  instrumentality  of the United States of America,
                           which  obligations  shall  be rated in one of the two
                           (2)  highest   long-term  credit  rating   categories
                           (without  regard to pluses and minuses) by any Rating
                           Agency;

                  (c)      Mortgage-backed    securities    and   senior    debt
                           obligations  issued by any of the following  agencies
                           or    such     other     like     governmental     or
                           government-sponsored  agencies which may be hereafter
                           created  (so  long as such  agencies  continue  to be
                           governmentally  owned or sponsored):  (i) the Federal
                           National  Mortgage  Association;  (ii) the Government
                           National   Mortgage   Association;   and   (iii)  the
                           Resolution Funding Corporation;

                  (d)      Interests in a unit  investment  trust  consisting of
                           obligations  described in (c),  which  interests  (or
                           obligations)  are  insured  by a  bond  or  financial
                           guarantee  insurance  policy  and  are  rated  in the
                           highest  long-term  credit  rating  categories by any
                           Rating Agency;

                  (e)      Open market  commercial paper maturing not later than
                           270  days  from  the  date  of  creation  thereof  of
                           corporations that are organized under the laws of the
                           United  States of America or any state  thereof,  and
                           having  the  rating  of  P-1 or  A-1  or  such  other
                           comparable rating by a Rating Agency.

                  (f)      Obligations   of   municipalities   or   corporations
                           organized  under  the laws of the  United  States  of
                           America or any state thereof  maturing not later than
                           one year from the date of acquisition  thereof by the
                           Borrower or any Restricted Subsidiary, and having the
                           rating of AA or Aa or such other comparable rating by
                           a Rating Agency.

                  (g)      Investment   agreements,   investment   contracts  or
                           general  corporate  obligations  which by their terms
                           are not  subordinate  to any  other  obligations  and
                           which constitute  general  obligations of the Issuer,
                           issued or guaranteed by (i) any bank or trust company
                           organized  under the laws of any state of the  United
                           States of America or any national banking association
                           (including  the  Trustee),  or a branch  of a foreign
                           bank  duly  licensed  under  the  laws of the  United
                           States of America or any state or territory  thereof,
                           or (ii) any property and casualty  insurance  company
                           or insurance  holding company,  in each case having a
                           combined capital stock, surplus and undivided profits
                           of at least $1,000,000,000, and in either case of (i)
                           or (ii) whose senior debt is rated (or in the absence
                           of such  debt,  which has  issued a letter of credit,
                           insurance policy or other credit  enhancement  device
<PAGE>
                           in support of a third party's debt which is rated) in
                           one of the two (2) highest  long-term  credit  rating
                           categories  (without regard to pluses and minuses) by
                           any Rating Agency;

                  (h)      Negotiable or non-negotiable certificates of deposit,
                           time  deposits,  repurchase  agreements,   investment
                           agreements  or other  similar  banking  arrangements,
                           including bankers' acceptances, issued by any bank or
                           trust company (including the Trustee) the deposits of
                           which are  insured by the Federal  Deposit  Insurance
                           Corporation,  such  securities  to be  secured to the
                           extent not so insured,  as to principal  and interest
                           or as to principal only by the  securities  listed in
                           clauses  (a),  (b),  (c) or (d) above and in a manner
                           satisfactory  to the Trustee  and the Issuer,  except
                           that  repurchase  agreements  shall be  secured as to
                           principal or principal  and interest (as  applicable)
                           solely by direct  obligations  of, or obligations the
                           principal  and interest on which are  unconditionally
                           guaranteed by, the United States of America which are
                           in the  possession  of the  Trustee or a third  party
                           acting  solely as agent for the  Trustee and in which
                           the Trustee has a perfected first security  interest;
                           and

                  (i)      Time   deposits   (which   may  be   represented   by
                           certificates of deposit) and interest-bearing  demand
                           deposits in any bank,  trust  company,  or  financial
                           institution (including the Trustee) which is a member
                           of the Federal Deposit Insurance Corporation provided
                           that such time or demand deposits,  to the extent not
                           fully and continuously insured by the FDIC, are fully
                           secured by direct obligations of the United States.

         "Rate Mode" means the Weekly Mode or the Term Mode.

         "Rating  Agencies" means Moody's Investor  Service,  Inc., if the Bonds
are rated by such Person at the time,  Standard & Poor's Ratings  Group,  if the
Bonds are rated by such Person at the time, and Fitch Investors Service,  if the
Bonds are rated by such Person at the time, and their respective  successors and
assigns,  or if any shall be dissolved or no longer  assigning credit ratings to
long term debt, then any other  nationally  recognized  Person  assigning credit
ratings to long term debt designated by the Issuer.

         "Refunding  Bonds"  means  all  Bonds,  whether  issued  in one or more
Series,  authenticated  and delivered on original  issuance  pursuant to Section
2.05B hereof, and any Bonds thereafter authenticated and delivered in lieu of or
in substitution for such Bonds.

         "Register"  means the books  kept and  maintained  by the  Trustee  for
registration and transfer of Bonds pursuant to Section 2.08.

         "Regular  Record Date"  means,  while the Bonds are in the Weekly Mode,
the last  Business Day preceding an Interest  Payment Date and,  while the Bonds
are in the Term Mode,  the fifteenth day of the calendar month next preceding an
Interest Payment Date.
<PAGE>
         "Reimbursement Agreement" means, initially, the reimbursement agreement
dated the Closing Date among the Agent,  as agent for the  Lenders,  the Lenders
and the Issuer,  as the same may be amended or supplemented from time to time in
accordance with the provisions thereof, and means, with respect to any Alternate
Letters of Credit, the reimbursement agreement, if any, relating to the issuance
of such Alternate  Letters of Credit, as the same may be amended or supplemented
from time to time in accordance with the provisions thereof.

         "Reimbursement  Notes" shall have the meaning given to such term in the
Reimbursement Agreement.

         "Remarketing Agent" means,  initially,  RealVest Securities Corporation
and any Person meeting the  qualifications  of, and designated from time to time
to act as  Remarketing  Agent under,  Section  8.14.  "Principal  Office" of the
Remarketing  Agent means the principal  office of the  Remarketing  Agent at the
address of the Remarketing Agent set forth in Section 11.03, or any other office
so designated in writing by the  Remarketing  Agent to the Issuer,  the Trustee,
the Company and the Agent.

         "Remarketing Proceeds Purchase Account" means the special trust account
so designated and established in the Bond Fund pursuant to Section 4.03.

         "Rent" means, collectively, Basic Rent and Supplemental Rent.

         "Rent Payments" means the payments of Rent.

         "Representation  Letter" shall mean the representation  letter from the
Issuer and the Trustee to DTC dated the Series Issue Date in the form  typically
required by DTC.

         "Requisition"  means a standard  requisition for disbursements from the
Project Fund,  in the form attached as an exhibit to the Agency and  Development
Agreement,  duly  executed by  Authorized  Representatives  of the  Issuer,  the
Company and the Agent.

         "Reserved Rights" means (i) the Issuer's right to receive  Supplemental
Rent under the Lease  (other than  Supplemental  Rent which is payable to or for
the  account  of the  Agent),  (ii) the  Issuer's  rights of  reimbursement  and
indemnity  hereunder or under any  Transaction  Document,  (iii)  [Intentionally
Omitted],  (iv) any rights of the Issuer to be  released  from  liabilities  and
obligations  hereunder  or under  the  Transaction  Documents  and to  indemnity
contained in the Lease or the Transaction Documents and (v) the concurrent right
of the Issuer to receive any and all notices,  reports,  surveys,  certificates,
financial  statements  and  evidences  of  performance  which the Company may be
required to furnish pursuant to the terms of the Lease.

         "Revenues"  means all (a) the Rent Payments,  (b) other moneys received
or to be  received  by the Issuer or the  Trustee  in respect of Rent  Payments,
including without  limitation,  all moneys and investments in the Bond Fund, (c)
the proceeds of all drawings on the Letters of Credit, (d) any proceeds of Bonds
originally deposited with the Trustee for the payment of interest accrued on the
Bonds or  otherwise  paid to the  Trustee by or on behalf of the  Company or the
Issuer  for  deposit  in the Bond Fund or any  excess  moneys  remaining  in the
Project Fund following Final Project  Completion Date, and (e) investment income
with respect to any moneys held by the Trustee under the Indenture.

         "Security   Documents"   means,   collectively,   the  Mortgages,   the
Assignments of Rents and the Master Assignment.
<PAGE>
         "Series"  shall mean all of the Bonds  authenticated  and  delivered on
original  issuance and identified  pursuant to the Indenture or the Supplemental
Indenture  authorizing  such Bonds as a separate Series of Bonds,  and any Bonds
thereafter  authenticated  and delivered in lieu of or in substitution  for such
Bonds pursuant to the Indenture,  regardless of variations in maturity, interest
rate, principal installments or other provisions.

         "Series A Bonds" means the Issuer's  Adjustable Rate Tender  Securities
(Carmike  Cinemas,  Inc.) 1997  Series A in the  aggregate  principal  amount of
$59,775,000, to be issued by the Issuer pursuant to the Indenture, consisting of
Series A-1 Bonds in the aggregate  principal  amount of $35,125,000,  Series A-2
Bonds in the  aggregate  principal  amount of  $12,325,000  and A-3 Bonds in the
aggregate principal amount of $12,325,000.

         "Series B Bonds" means the Issuer's  Adjustable Rate Tender  Securities
(Carmike  Cinemas,  Inc.) 1997  Series B in the  aggregate  principal  amount of
$12,975,000, to be issued by the Issuer pursuant to the Indenture, consisting of
Series B-1 Bonds in the aggregate  principal  amount of  $7,625,000,  Series B-2
Bonds in the  aggregate  principal  amount  of  $2,675,000  and B-3 Bonds in the
aggregate principal amount of $2,675,000.

         "Series  Issue  Date"  means the date of  original  issuance  and first
authentication  and  delivery  of a series  of Bonds  to the  initial  purchaser
thereof against payment therefor.

         "Special Adjustment Factor" means the amount determined by the Indexing
Agent that is not in excess of 0.25%.

         "Special  Record  Date"  means,  with  respect  to any  Bond,  the date
established by the Trustee in connection with the payment of overdue interest on
that Bond pursuant to Section 2.08.

         "Special  Redemption"  means a redemption  of Bonds  pursuant to any of
Sections 3.01(c) through and including 3.01(h).

         "Special   Redemption  Account"  means  the  account  so  designed  and
established in the Bond Fund pursuant to Section 5.04.

         "Supplemental  Indenture"  means  any  indenture  supplemental  to this
Indenture  entered  into between the Issuer and the Trustee in  accordance  with
Article IX.

         "Supplemental  Rent"  shall have the  meaning  assigned to such term in
Section 3.8 of the Lease.

         "Supplemental Rent Payments" means all payments of Supplemental Rent.

         "Term  Mode"  means,  with  respect to the Bonds,  the mode of accruing
interest thereon at the Term Rate.

         "Term Rate" means the fixed rate of interest borne by the Bonds for the
Term Rate Period determined pursuant to Section 2.04.

         "Term Rate Calculation Date" means a Business Day not more than 15 days
and not less than one day prior to the first day of the Term Rate Period.

         "Term Rate Period" means the period from and after the Conversion  Date
until the Bonds have been paid in full or are deemed paid pursuant to Article X.
<PAGE>
         "Trustee"  means First Union  National  Bank until a successor  Trustee
shall have become such pursuant to the applicable  provisions of this Indenture,
and thereafter, "Trustee" shall mean the successor Trustee. "Principal Office of
the Trustee" means the corporate  trust office or other office of the Trustee at
the address of the Trustee set forth in Section  11.03,  or any other  corporate
trust  office so  designated  in  writing  by the  Trustee  to the  Issuer,  the
Remarketing  Agent,  the Indexing  Agent,  the Company and the Agent.  "Delivery
Office of the Trustee" means the office, in addition to its Principal Office, at
which Bondholder Tender Notices may be delivered and where Bonds surrendered for
purchase may be  delivered to the Trustee,  which office may be the office of an
agent of the Trustee for such purpose and shall be  designated  in Section 11.03
or in a separate  writing by the Trustee to the Issuer,  the Remarketing  Agent,
the Indexing Agent,  the Company and the Agent.  For purposes of this Indenture,
the Trustee is also acting as tender agent for the Bonds in connection  with any
tender or purchase of Bonds pursuant to Article IV.

         "Trust  Estate"  shall have the  meaning  assigned  to such term in the
foregoing habendum clause of this Indenture.

         "Undelivered  Bonds"  means any Bonds  subject to purchase  pursuant to
Section 4.01 or 4.02 which the Holder thereof has failed to deliver as described
in such Sections.

         "Weekly  Mode" means,  with  respect to the Bonds,  the mode of bearing
interest thereon at a Weekly Rate.

         "Weekly  Rate"  means a  floating  weekly  interest  rate on the  Bonds
established and adjusted in accordance with Section 2.03.

         "Weekly Rate  Calculation  Date" means Monday in each calendar week or,
if any Monday is not a Business  Day,  the first  Business  Day  preceding  such
Monday.

         "Weekly Rate Period" means the seven-day period commencing on the first
Monday  following the  corresponding  Weekly Rate  Calculation  Date and running
through Sunday of the following  calendar week; except that (i) the first Weekly
Rate Period  shall  commence on the Series Issue Date and end on and include the
first Sunday occurring after the Series Issue Date and (ii) the last Weekly Rate
Period prior to a conversion  from the Weekly Mode to the Term Mode shall end on
and include the last day immediately preceding the Conversion Date.

         SECTION 1.02. Interpretation; Time of Day

                  (a) Unless the context  indicates  otherwise,  words importing
the  singular  number  include  the plural  number,  and vice  versa.  The terms
"hereof", "hereby", "herein", "hereto",  "hereunder",  "hereinafter" and similar
terms refer to this Indenture;  and the term  "hereafter"  means after,  and the
term  "heretofore"  means  before,  the Series  Issue Date.  Words of any gender
include the correlative words of the other genders, unless the context indicates
otherwise.

                  (b)  In  this  Indenture,   unless  otherwise  indicated,  all
references to particular Articles, Sections or Subsections are references to the
Articles, Sections or Subsections of this Indenture.

                  (c) In this  Indenture,  all references to any time of the day
shall refer to Eastern  standard  time or Eastern  daylight  saving time,  as in
effect in New York, New York on such day.
<PAGE>

         Section 1.03. Captions,  Headings and Table of Contents.  The captions,
headings and table of contents in this  Indenture are solely for  convenience of
reference  and in no way define,  limit or describe  the scope of any  Articles,
Sections, Subsections, paragraphs, subparagraphs or clauses hereof.

                               (End of Article I)


<PAGE>
                                   ARTICLE II

                        AUTHORIZATION AND TERMS OF BONDS


         SECTION 2.01. Amount, Form and Issuance of Bonds

                  (a) The Bonds shall,  except as provided in Section 2.05A,  be
limited  to  $59,775,000  in  aggregate  principal  amount of Series A Bonds and
$12,975,000 in aggregate  principal  amount of Series B Bonds, and shall contain
substantially  the terms  recited in the form of Bonds set forth in Exhibit A to
this  Indenture.  All Bonds shall  provide that Debt Service in respect  thereof
shall  be  payable  only  out  of  the  Revenues.  Pursuant  to  recommendations
promulgated  by the  Committee on Uniform  Security  Identification  Procedures,
"CUSIP" numbers may be printed on the Bonds. The Bonds may bear such endorsement
or legend  satisfactory to the Trustee as may be required to conform to usage or
law with respect thereto.

                  (b) Upon the execution and delivery  hereof,  the Issuer shall
execute  the Bonds and  deliver  them to the  Trustee  for  authentication.  The
Trustee  shall  authenticate  the Bonds and deliver them to, or on the order of,
the Issue upon receipt of a written request and  authorization to the Trustee on
behalf of the Issuer; this Indenture shall constitute such order.

         SECTION  2.02.  Designation,   Denominations,  Maturity,  Dated  Dates,
Interest Accrual and Tender

                  (a)  The  Series  A Bonds  and the  Series  B Bonds  shall  be
designated  "Adjustable  Rate Tender  Securities  (Carmike  Cinemas,  Inc.) 1997
Series A" and "Adjustable Rate Tender Securities  (Carmike  Cinemas,  Inc.) 1997
Series B", respectively,  and shall be substantially in the form attached hereto
as Exhibit A.

                  (b) Prior to the Conversion  Date, the Bonds shall be issuable
in denominations of $100,000 or any whole multiple  thereof.  From and after the
Conversion  Date, the Bonds shall be issuable in  denominations of $5,000 or any
whole multiple thereof.

                  (c) The Bonds shall  mature,  subject to prior  redemption  as
provided in the form thereof recited in this Indenture, on September 1, 2015.

                  (d) The Series  Issue Date shall be set forth on the face side
of all Bonds authenticated by the Trustee.  Each Bond shall bear the date of its
authentication.

                  (e) The Bonds shall bear  interest  from the Interest  Payment
Date to which interest has been paid next preceding the date of  authentication,
unless  the date of  authentication  (i) is an  Interest  Payment  Date to which
interest has been paid,  in which event the Bonds shall bear  interest  from the
date of authentication,  or (ii) is prior to the first Interest Payment Date for
the Bonds,  in which event such Bonds shall bear  interest from the Series Issue
Date.  Interest on the Bonds shall be paid on each Interest  Payment Date.  Each
Bond shall bear  interest on overdue  principal  at the rates borne by the Bonds
during the period such principal is overdue.  So long as the Bonds bear interest
at a Weekly Rate, interest on the Bonds shall be computed on the basis of a year
of 360 days for the number of days actually  elapsed.  Interest  accruing on the
Bonds at a Term Rate shall be computed on the basis of a 360-day  year of twelve
30-day months.
<PAGE>
                  (f) Bonds  authenticated  and delivered while bearing interest
in the  Weekly  Mode  shall  set forth on the face  side  thereof,  in the place
provided for designating the interest rate, the words "Weekly Rate".

                  (g) Bonds  authenticated  and delivered while bearing interest
in the Term Mode shall set forth on the face side thereof, in the place provided
for designating the interest rate, the words "__% Term Rate".

                  (h) All Bonds shall  initially  bear interest at a Weekly Rate
from the Series Issue Date determined in accordance with Section 2.03. The Bonds
may be converted  from one Rate Mode to another Rate Mode as provided in Section
2.05.

                  (i) The Bonds  shall be  subject  to  optional  and  mandatory
tender for purchase as provided in Article IV.

         SECTION 2.03. Weekly Rate

                  (a) A Weekly  Rate shall be  determined  for each  Weekly Rate
Period as described  below. For each Weekly Rate Period and so long as the Bonds
are in the Weekly  Mode,  the  interest  rate on the Bonds  shall be the current
market rate determined by the Indexing Agent on the immediately preceding Weekly
Rate  Calculation  Date,  in accordance  with this Section.  On each Weekly Rate
Calculation  Date,  the Indexing  Agent shall  determine the Weekly Rate for the
next  succeeding  Weekly Rate Period.  The Weekly Rate shall be a percentage per
annum  equal to the Money  Market  Equivalent  Yield,  plus or minus the Special
Adjustment  Factor,  if any,  determined  by the  Indexing  Agent.  The  Special
Adjustment  Factor will be the amount, if any, which when added to or subtracted
from the Money Market  Equivalent  Yield,  would result in a Weekly Rate for the
applicable Weekly Rate Period, sufficient, in the opinion of the Indexing Agent,
to enable the  Remarketing  Agent to remarket the Bonds at 100% of the principal
amount thereof.  In determining the Special  Adjustment Factor on the Bonds, the
Indexing  Agent is to have due regard for general  financial  and credit  market
conditions  and such other  factors,  including  the credit rating and financial
condition  of the  Lenders  and  applicable  tender  provisions,  which,  in the
judgment of the Indexing  Agent may have a bearing on the  interest  rate on the
Bonds.  Notice of such Weekly Rate shall be given by the  Indexing  Agent to the
Trustee  and the  Remarketing  Agent by the close of business on the Weekly Rate
Calculation  Date.  No notice of Weekly  Rates will be given to the Issuer,  the
Company,  the Agent or the Holders;  however, the Issuer, the Company, the Agent
and the Holders may obtain  Weekly Rates from the Trustee or the Indexing  Agent
upon request therefor.

                  (b)  Anything  herein to the contrary  notwithstanding,  in no
event shall the Weekly Rate borne by the Bonds exceed the Maximum Rate.

                  (c) At the direction of the Issuer (which  direction  shall be
given by the Issuer upon the request of the  Agent),  the Maximum  Rate shall be
increased  to a rate per annum  specified by the Agent which does not exceed the
maximum non-usurious rate allowed by applicable law; provided that, if the Bonds
are then rated by a Rating  Agency,  the Trustee shall receive a written  notice
from each Rating Agency then  maintaining a rating on the Bonds stating that the
proposed increase of the Maximum Rate will not cause the rating then assigned to
the Bonds to be lowered or  withdrawn as a result of any increase in the Maximum
Rate. The consent of the Bondholders shall not be required for any such increase
in the Maximum Rate. The Trustee shall not be responsible for  determining  such
Maximum Rate or obtaining such Rating Agency notices.
<PAGE>
                  (d) If for any reason the Indexing  Agent does not determine a
Weekly Rate for any Weekly Rate Period as aforesaid,  or if a court holds a rate
for any Weekly Rate Period to be invalid or  unenforceable,  the Weekly Rate for
that  Weekly  Rate  Period  shall be equal to the Weekly  Rate in effect for the
immediately  preceding  Weekly Rate Period.  The Weekly Rate for any consecutive
succeeding  Weekly Rate Period for which the Indexing Agent does not determine a
Weekly Rate,  or a court holds a rate to be invalid or  unenforceable,  shall be
the sum of (i) the daily unweighted  average of the Federal Funds Rate, for each
Business Day of the preceding week plus (ii) .125%.

                  (e) The determination of the Weekly Rate by the Indexing Agent
pursuant to this Indenture shall be conclusive and binding upon the Issuer,  the
Trustee,  the Remarketing Agent, the Company,  the Indexing Agent, the Agent and
the Holders of the Bonds.

         Section 2.04. Term Rate. The Term Rate shall be determined as described
below.  The Term Rate shall be determined by the Remarketing  Agent, on the Term
Rate  Calculation  Date, as the lowest rate of interest that, in the judgment of
the  Remarketing  Agent,   taking  into  account  prevailing   financial  market
conditions,  would be necessary to enable the  Remarketing  Agent to arrange for
the sale of the Bonds in the Term  Mode in a  secondary  market  sale at a price
equal to the principal amount thereof, without premium plus accrued interest, on
the first Business Day of the respective Term Rate Period;  provided that (1) if
the  Remarketing  Agent fails for any reason to determine  the Term Rate for any
Term Rate  Period,  such Term Rate shall be equal to 125% of the average  annual
bond  equivalent  yield  calculations  at  par  as  of  the  first  day  of  the
corresponding  Term Rate Period or, if such day is not a Business  Day, the next
preceding  Business Day, of United States Treasury  obligations having a term to
maturity similar to such Term Rate Period, and (2) no Term Rate shall exceed the
lesser of (i) the maximum  interest  rate at which the Letters of Credit then in
effect  provides  coverage for at least Forty Three (43) days  interest and (ii)
10% per annum.  In determining a Term Rate pursuant to this Section,  prevailing
financial market  conditions which the Remarketing Agent shall take into account
shall include (i) existing  long-term market rates and indexes of such long-term
rates,  (ii) the existing  market  supply and demand for  long-term  securities,
(iii) existing yield curves for long-term  securities for  obligations of credit
quality comparable to the Bonds, (iv) general economic conditions, (v) industry,
economic and financial  conditions  that may affect or be relevant to the Bonds,
and (vi) such other  facts,  circumstances  and  conditions  as the  Remarketing
Agent, in its sole  discretion,  shall determine to be relevant.  Notice of each
Term Rate shall promptly be given by telephone  (promptly  confirmed in writing)
by the Remarketing Agent to the Trustee,  the Issuer, the Company and the Agent.
Determinations  of Term Rates  pursuant to this Section shall be conclusive  and
binding upon the Issuer, the Company, the Trustee, the Agent and the Holders.

         Section 2.05.  Conversion  at Option of Company.  The Issuer shall have
the option (to be  exercised  at the  direction  of the  Company) to convert the
interest  rate on the  Bonds  from the  Weekly  Mode to the Term  Mode as herein
provided on any  Conversion  Date the Company  shall  select,  provided that the
Conversion  Date shall be an Interest  Payment Date.  The Issuer shall  exercise
such option by giving  written notice from an Authorized  Representative  of the
Issuer to the Trustee,  the Remarketing Agent, the Indexing Agent and the Agent,
stating its  election to convert the Rate Mode of the Bonds to the Term Mode and
stating the  Conversion  Date  therefor,  not less than 45 days (or such shorter
period as shall be acceptable  to the Trustee)  prior to such  Conversion  Date.
Upon receipt of such notice by the Trustee,  the Trustee may conclusively assume
that the Issuer,  the Remarketing  Agent,  the Indexing Agent and the Agent also
received a copy of such notice and that such  condition has been complied  with.
<PAGE>
Notice of the exercise of the option to convert  shall not be effective  unless,
within 10 days (or such greater period as shall be acceptable to the Trustee) of
the delivery of such notice,  there shall have been delivered to the Trustee (i)
an opinion of counsel to the Issuer  addressed to the Trustee,  the Issuer,  the
Company,  the Agent, the Indexing Agent and the Remarketing  Agent to the effect
that such conversion is authorized or permitted by this  Indenture,  and (ii) if
(A) the Letters of Credit are to remain in effect from and after the  Conversion
Date, or (B) any portion of the purchase  price for the Bonds is to be paid from
drawings under the Letters of Credit,  the written  consent of the LC Issuers to
such  conversion.  The Trustee  shall give  notice by first class mail  (postage
prepaid) to the Holders not less than 30 days prior to the  proposed  Conversion
Date (i)  stating  that  the  interest  rate on the  Bonds  is  scheduled  to be
converted to the Term Rate,  (ii) stating the proposed  Conversion  Date,  (iii)
stating the method of computation of the Term Rate which will take effect on the
Conversion Date, (iv) stating that from and after the Conversion Date, the Bonds
will no longer be subject to purchase on demand of the Holder,  (v) if the Bonds
will be secured by Letters of Credit after the  Conversion  Date, so stating and
stating the identity of the LC Issuers issuing such Letters of Credit or, if the
Bonds will not be secured by Letters of Credit  after the  Conversion  Date,  so
stating,  (vi) if the Bonds  will be subject to  optional  redemption  after the
Conversion Date, stating the applicable  provisions  therefor,  or, if the Bonds
will not be  subject  to  optional  redemption  after the  Conversion  Date,  so
stating, (vii) stating that the Company, on or before the tenth day prior to the
proposed  Conversion  Date, may determine not to convert the Bonds in which case
the Trustee shall notify the Holders in writing to such effect,  (viii)  stating
that all  outstanding  Bonds  will be  subject to a  mandatory  purchase  on the
Conversion  Date,  or if such  Conversion  Date is not a Business Day, the first
Business  Day  following  such  Conversion  Date at a price of par plus  accrued
interest,  if any, and (ix) stating that if the Remarketing Agent shall not have
received,  at least one Business Day prior to the proposed Conversion Date, firm
orders for the purchase of all of the Bonds  Outstanding to bear interest at the
Term Rate,  the exercise of the  Conversion  Option  shall be rescinded  and the
Bonds  shall  continue  to bear  interest  at the  Weekly  Rate and shall not be
subject to mandatory purchase on the proposed  Conversion Date.  Notwithstanding
any other provision  contained herein or in the Bonds, if the Remarketing  Agent
shall  not have  received,  at least  one  Business  Day  prior to the  proposed
Conversion Date, firm orders for the purchase of all of the Bonds Outstanding to
bear interest at the Term Rate, the exercise of the  Conversion  Option shall be
rescinded  and the Bonds shall  continue to bear interest at the Weekly Rate and
shall not be subject to mandatory purchase on the proposed Conversion Date.

         Section 2.05A.  Additional Bonds. After  authentication and delivery of
the Bonds, and so long as no Event of Default shall have occurred and shall then
be continuing,  one or more Series of Additional Bonds may be authenticated  and
delivered  upon  original  issuance  at any  time or from  time to time  for the
purpose of  financing  Costs of the Projects or  providing  additional  funds to
complete payment of the Costs of the Projects.  The proceeds,  including accrued
interest, of the Additional Bonds of each Series shall be applied simultaneously
with  the  delivery  of such  Bonds as shall  be  provided  in the  Supplemental
Indenture authorizing such Series of Additional Bonds.

         SECTION 2.05B. Refunding Bonds

                  (a) One or more Series of Refunding Bonds may be issued at any
time to refund Outstanding Bonds of one or more Series or one or more maturities
within  a  Series  or any  Bonds of one or more  maturities  within  one or more
<PAGE>
Series.  Refunding  Bonds  shall be issued  in a  principal  amount  sufficient,
together with other moneys available therefor,  to accomplish such refunding and
to make the deposits in the funds and accounts  under the Indenture  required by
the provisions of the Supplemental Indenture authorizing such Bonds.

                  (b) Refunding Bonds of each Series shall be authenticated  and
delivered by the Trustee only upon receipt by the Trustee of:

                  (1)   Irrevocable   written   instructions   to  the  Trustee,
         satisfactory to it, to give due notice of redemption, if applicable, of
         all of the Bonds to be refunded on a redemption date or dates specified
         in such  instructions,  subject  to the  provisions  of  Section  10.02
         hereof;

                  (2) If the Bonds to be refunded are not by their terms subject
         to  redemption  or will not be redeemed  within the next  succeeding 60
         days, irrevocable written instructions to the Trustee,  satisfactory to
         it, to mail the notice  provided for in Section 10.02 to the Holders of
         the Bonds being refunded; and

                  (3)  Either  (i)  moneys  in an  amount  sufficient  to effect
         payment at the applicable redemption price of the Bonds to be refunded,
         together with accrued  interest on such Bonds to the  redemption  date,
         shall be held by the Trustee or any one or more of the paying agents in
         a  separate  account  irrevocably  in  trust  for and  assigned  to the
         respective  Holders  of the Bonds to be  refunded,  or (ii)  Defeasance
         Obligations in such principal amounts, of such maturities, bearing such
         interest,  and otherwise having such terms and  qualifications  and any
         moneys,  as shall be necessary to comply with the provisions of Article
         X hereof,  which  Defeasance  Obligations  and moneys  shall be held in
         trust and used only as provided in said Article.

                  (4) Such further  documents  and moneys as are required by the
         provisions of the  Supplemental  Indenture  authorizing  said Series of
         Refunding Bonds.

                  (c) The proceeds, including accrued interest, of the Refunding
Bonds of each Series shall be applied  simultaneously  with the delivery of such
Bonds as shall be provided by the Supplemental Indenture authorizing such Series
of Refunding Bonds.

         SECTION 2.06. Execution and Authentication of Bonds

                  (a) The Bonds  shall be  executed  by the manual or  facsimile
signature  of an  Authorized  Representative  and  attested  by  the  manual  or
facsimile  signature of an Authorized  Representative of the Issuer. In case any
Authorized  Representative  whose  signature or a facsimile  of whose  signature
shall appear on any Bond shall cease to be that Authorized Representative before
the authentication of the Bond, the signature of such Authorized  Representative
or the facsimile  thereof  nevertheless  shall be valid and  sufficient  for all
purposes,  the same as if that Authorized  Representative had remained in office
until  that  time.  Any Bond may be  executed  on  behalf  of the  Issuer  by an
Authorized Representative who, on the date of execution is the proper Authorized
Representative,  although on the date of  authentication of the Bond that person
was not the proper Authorized Representative.
<PAGE>
                  (b) No Bond  shall  be  valid  or  become  obligatory  for any
purpose or shall be entitled to any  security  or benefit  under this  Indenture
unless and until a certificate of authentication,  substantially in the form set
forth in  Exhibit  A to this  Indenture,  has been  signed by the  Trustee.  The
authentication  by the Trustee upon any Bond shall be  conclusive  evidence that
the Bond so authenticated has been duly  authenticated  and delivered  hereunder
and is entitled to the security and benefit of this  Indenture.  The certificate
of the Trustee may be executed by any person  authorized by the Trustee,  and it
shall not be necessary that the same authorized  person sign the certificates of
authentication on all of the Bonds.

                  (c) The Bonds,  initially shall be authenticated and delivered
pursuant to Section 2.01(b).

         Section  2.07.  Source of Payment of Bonds;  Limited  Obligations.  The
Bonds  Outstanding from time to time are limited and special  obligations of the
Issuer, the principal of, and premium, if any, and interest on which are payable
solely  from  drawings  under the  Letters of Credit and  otherwise  as provided
herein,  which amounts are hereby specifically pledged to the payment thereof in
the manner and to the extent herein specified, and the Bonds shall not be deemed
to  constitute a general  obligation  or liability of the Issuer,  its managers,
members or employees. The Bonds are limited obligations of the Issuer and do not
constitute a charge against the general credit of the Issuer.

         SECTION 2.08. Payment and Ownership of Bonds

                  (a) Debt  Service  shall be  payable  in  lawful  money of the
United  States of America  without  deduction  for the  services of the Trustee.
Subject to the provisions of Sections 2.08(b),  2.12 and 2.13, (i) the principal
of and any  premium  on any Bond  shall  be  payable  when due to a Holder  upon
presentation  and surrender of such Bond at the Principal Office of the Trustee,
and (ii)  interest on any Bond shall be paid on each  Interest  Payment  Date by
check or draft  which the  Trustee  shall cause to be mailed on that date to the
Person in whose  name the Bond is  registered  at the close of  business  on the
Regular Record Date applicable to that Interest  Payment Date on the Register at
the address appearing therein.  If and to the extent,  however,  that the Issuer
shall fail to make payment or  provision  for payment of interest on any Bond on
any Interest Payment Date, that interest shall cease to be payable to the Person
who was the Holder of that Bond as of the applicable  Regular Record Date.  When
moneys become  available for payment of that  interest,  (x) the Trustee  shall,
pursuant to Subsection 7.06(d),  establish a Special Record Date for the payment
of that interest which shall be not more than 15 nor fewer than 10 days prior to
the date of the proposed payment,  and (y) the Trustee shall cause notice of the
proposed  payment  and of the  Special  Record  Date to be mailed by first class
mail,  postage  prepaid,  to each  Holder at its  address  as it  appears on the
Register  not  fewer  than  10  days  prior  to the  Special  Record  Date  and,
thereafter, that interest shall be payable to the Persons who are the Holders of
the Bonds at the close of business on the Special Record Date.

                  (b) The interest and the  principal  or  redemption  price and
purchase  price  becoming due with  respect to the Bonds  shall,  at the written
request of the Holder of at least $1,000,000  aggregate principal amount of such
Bonds   received  by  the  Trustee  at  least  two  Business   Days  before  the
corresponding  Regular Record Date or maturity,  redemption or purchase date, be
paid by wire  transfer  within  the  continental  United  States in  immediately
available  funds to the bank  account  number of such Holder  specified  in such
request  and  entered  by the  Trustee  on the  Register,  but,  in the  case of
principal or redemption  price and purchase price,  only upon  presentation  and
surrender of such Bonds at the Principal Office of the Trustee.
<PAGE>
                  (c) Subject to the foregoing,  each Bond delivered  under this
Indenture  upon transfer  thereof,  or in exchange for or in  replacement of any
other Bond, shall carry the rights to interest accrued and unpaid, and to accrue
on that Bond, or which were carried by that Bond.

                  (d)  Except as  provided  in this  Section  and in  subsection
2.10(a), (i) the Holder of any Bond shall be deemed and regarded as the absolute
owner thereof for all purposes of this Indenture,  (ii) payment of or on account
of the Debt  Service on any Bond shall be made only to or upon the order of that
Holder  or  its  duly  authorized  attorney  in the  manner  permitted  by  this
Indenture,  and (iii)  neither the Issuer nor the Trustee  shall,  to the extent
permitted by law, be affected by notice to the contrary.  All of those  payments
shall be valid and effective to satisfy and  discharge  the liability  upon that
Bond,  including  without  limitation the interest  thereon to the extent of the
amount or amounts so paid.

         SECTION 2.09. Registration, Transfer and Exchange of Bonds

                  (a) All Bonds shall be issued in fully  registered  form.  The
Bonds shall be registered upon original issuance and upon subsequent transfer or
exchange as provided in this  Indenture.  The Trustee shall act as registrar and
transfer  agent for the Bonds.  So long as any of the Bonds remain  outstanding,
the Issuer  will cause books for the  registration  and  transfer  of Bonds,  as
provided in this Indenture, to be maintained and kept at the Principal Office of
the Trustee.

                  (b) Bonds may be exchanged, at the option of their Holder, for
Bonds of any authorized  denomination or denominations in an aggregate principal
amount equal to the unmatured and  unredeemed  principal  amount of, and bearing
interest  at the same rate and  maturing on the same date or dates as, the Bonds
being exchanged.  The exchange shall be made upon  presentation and surrender of
the Bonds being exchanged at the Principal Office of the Trustee,  together with
an  assignment  duly executed by the Holder or its duly  authorized  attorney in
form and with guarantee of signature satisfactory to the Trustee.

                  (c) Any  Bond  may be  transferred  upon  the  Register,  upon
presentation  and  surrender  thereof at the  Principal  Office of the  Trustee,
together with an assignment  duly executed by the Holder or its duly  authorized
attorney in form and with  guarantee of signature  satisfactory  to the Trustee.
Upon  transfer  of any  Bond,  the  Issuer  shall  execute  in the  name  of the
transferee,  and the Trustee shall authenticate and deliver, a new Bond or Bonds
of any authorized denomination or denominations in an aggregate principal amount
equal to the unmatured and unredeemed  principal amount of, and bearing interest
at the same rate and maturing on the same date or dates as, the Bonds  presented
and surrendered for transfer.

                  (d)  In all  cases  in  which  Bonds  shall  be  exchanged  or
transferred  hereunder,   the  Issuer  shall  execute,  and  the  Trustee  shall
authenticate  and  deliver,  Bonds in  accordance  with the  provisions  of this
Indenture.  The exchange or transfer shall be made without charge; provided that
the Issuer or the  Trustee  may make a charge for every  exchange or transfer of
Bonds  sufficient  to reimburse  them for any tax or excise  required to be paid
with respect to the exchange or transfer.  The charge shall be paid before a new
Bond is delivered.

                  (e) All Bonds  issued  upon any  transfer or exchange of Bonds
shall be the valid  obligations  of the Issuer,  evidencing  the same debt,  and
entitled to the same benefits  under this  Indenture,  as the Bonds  surrendered
upon transfer or exchange.  After the Conversion  Date, the Trustee shall not be
<PAGE>
required to exchange or transfer  (i) any Bond during a period  beginning at the
opening  of  business  ten days  before  the date of the  mailing of a notice of
redemption  of Bonds  and  ending at the  close of  business  on the day of such
mailing,  (ii) any Bond selected for  redemption,  in whole or in part, or (iii)
any Bond during the period of 15 days preceding any Interest Payment Date.

                  (f) In case any Bond is redeemed in part only, on or after the
redemption  date and upon  presentation  and surrender of the Bond,  the Issuer,
subject to the provisions of Sections 2.12 and 2.13,  shall cause  execution of,
and  the  Trustee  shall  authenticate  and  deliver,  a new  Bond or  Bonds  in
authorized denominations in an aggregate principal amount equal to the unmatured
and unredeemed portion of, and bearing interest at the same rate and maturing on
the same date or dates as, the Bond redeemed in part.

         SECTION 2.10. Mutilated, Lost, Wrongfully Taken or Destroyed Bonds

                  (a) If any  Bond  is  mutilated,  lost,  wrongfully  taken  or
destroyed,  in the absence of written notice to the Issuer or the Trustee that a
lost,  wrongfully  taken or destroyed Bond has been acquired by a purported bona
fide purchaser, the Issuer shall execute, and the Trustee shall authenticate and
deliver,  a new Bond of like date,  maturity  and  denomination  and of the same
series as the Bond mutilated, lost, wrongfully taken or destroyed; provided that
(i) in the  case of any  mutilated  Bond,  the  mutilated  Bond  first  shall be
surrendered to the Trustee,  and (ii) in the case of any lost,  wrongfully taken
or destroyed Bond, there first shall be furnished to the Issuer, the Company and
the Trustee evidence of the loss, wrongful taking or destruction satisfactory to
the Trustee,  together with indemnity  satisfactory  to it and to the Authorized
Representative  of the Issuer.  The Issuer and the Trustee may charge the Holder
of a mutilated,  lost,  wrongfully taken or destroyed Bond their reasonable fees
and expenses in connection with their actions pursuant to this Section.

                  (b)  Notwithstanding  the foregoing,  the Trustee shall not be
required to  authenticate  and deliver any substitute  Bond for a Bond which has
been  called for  redemption  or which has matured or is about to mature and, in
any such case,  the  principal  or  redemption  price and  interest  then due or
becoming due shall be paid by the Trustee from the funds  provided by the Issuer
hereunder in accordance with the terms of the mutilated,  lost, wrongfully taken
or destroyed Bond without substitution therefor.

                  (c) Every  substituted  Bond issued  pursuant to this  Section
shall constitute an additional contractual obligation of the Issuer and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Bonds duly issued  hereunder  unless the Bond  alleged to have
been lost,  wrongfully  taken or destroyed shall be at any time enforceable by a
bona fide purchaser for value without  notice.  In the event the Bond alleged to
have been lost,  wrongfully  taken or destroyed  shall be enforceable by anyone,
the Issuer may recover the  substitute  Bond from the  Bondholder to whom it was
issued or from anyone taking under the  Bondholder  except a bona fide purchaser
for value without notice. Subject to the foregoing,  all Bonds authenticated and
delivered  under this  Section  2.10 shall  evidence  the same debt as the last,
wrongfully taken or destroyed Bond.

                  (d) All Bonds shall be held and owned on the express condition
that the foregoing  provisions of this Section are exclusive with respect to the
replacement or payment of mutilated,  lost,  wrongfully taken or destroyed Bonds
and, to the extent permitted by law, shall preclude any and all other rights and
remedies with respect to the replacement or payment of negotiable instruments or
other investment securities without their surrender,  notwithstanding any law or
statute to the contrary now existing or hereafter enacted.
<PAGE>
         SECTION 2.11. Cancellation of Bonds

                  (a) Any Bond  surrendered  pursuant  to this  Article  for the
purpose of payment, redemption,  retirement,  exchange,  replacement or transfer
shall be cancelled upon presentation and surrender thereof to the Trustee. Bonds
purchased  pursuant to Section 4.01 or 4.02 shall not be  surrendered  Bonds and
shall be  Outstanding  Bonds,  unless  otherwise  specifically  provided in this
Indenture.

                  (b) The  Company  may  deliver at any time to the  Trustee for
cancellation any Bonds previously  authenticated and delivered hereunder,  which
the Company may have purchased pursuant to the provisions of this Indenture. All
Bonds so delivered shall be cancelled promptly by the Trustee.  Certification of
the surrender and  cancellation  of any Bonds shall be made to the Issuer by the
Trustee.  Cancelled  Bonds shall be  destroyed  by the Trustee by  shredding  or
incineration after their  cancellation.  The Trustee shall provide  certificates
describing the destruction of cancelled Bonds to the Issuer.

         Section  2.12.  Special  Agreement  with Holders.  Notwithstanding  any
provision  of this  Indenture  or of any Bond to the  contrary,  the Trustee may
enter into an  agreement  with any Holder  providing  for making all payments to
that Holder of  principal  of and  interest  and any premium on that Bond or any
part  thereof at a place and by a method  (including  wire  transfer  of federal
funds)  other  than as  provided  in this  Indenture  and in the  Bond,  without
presentation  or  surrender  of the Bond,  upon any  conditions  which  shall be
satisfactory to the Trustee;  provided that (i) except as otherwise  provided in
Section  2.13,  payment of principal  shall be made only upon  presentation  and
surrender  of the Bond and (ii) payment in any event shall be made to the Person
in whose  name a Bond  shall be  registered  on the  Register,  with  respect to
payment of principal and premium, on the date such principal and premium is due,
and,  with  respect to the payment of  interest,  as of the  applicable  Regular
Record Date,  Special Record Date or other date agreed upon, as the case may be.
The Trustee will furnish a copy of each such  agreement,  upon  request,  to the
Issuer, the Agent and the Company. Any payment of principal, premium or interest
pursuant to such an agreement shall constitute  payment thereof pursuant to, and
for all purposes of, this Indenture.

         SECTION 2.13. Book-Entry System for the Bonds

                  (a) Notwithstanding  the foregoing  provisions of this Article
II, any Series of Bonds which is issued as Book-Entry  Bonds shall  initially be
issued  in the form of one  fully-registered  bond for the  aggregate  principal
amount of the Bonds of each maturity, which Book-Entry Bonds shall be registered
in the name of Cede & Co., as nominee of DTC.  Except as  provided in  paragraph
(g) below,  all Book-Entry Bonds shall be registered in the Register in the name
of Cede & Co.,  as  nominee  of DTC;  provided  that if DTC shall  request  that
Book-Entry Bonds be registered in the name of a different  nominee,  the Trustee
shall exchange all or any portion of the Book-Entry Bonds for an equal aggregate
principal  amount of Book-Entry  Bonds registered in the name of such nominee or
nominees  of DTC. No person  other than DTC or its nominee  shall be entitled to
receive  from the Issuer or the Trustee  either a  Book-Entry  Bond or any other
evidence  of  ownership  of the  Book-Entry  Bonds,  or any right to receive any
payment in respect  thereof,  unless DTC or its nominee  shall  transfer  record
ownership  of all or any  portion of the  Book-Entry  Bonds on the  Register  in
connection with discontinuing the book entry system as provided in paragraph (g)
below or otherwise.
<PAGE>
                  (b) So long as any Bonds are  registered in the name of DTC or
any nominee  thereof,  all payments of the principal or  redemption  price of or
interest on such Bonds shall be made to DTC or its  nominee in  accordance  with
the  Representation  Letter on the dates  provided for such payments  under this
Indenture.  Each such payment to DTC or its nominee shall be valid and effective
to fully  discharge  all  liability of the Issuer or the Trustee with respect to
the principal or redemption  price of or interest on the Book-Entry Bonds to the
extent of the sum or sums so paid.  In the event of the  redemption of less than
all of the Book-Entry Bonds  Outstanding of any maturity,  the Trustee shall not
require surrender by DTC or its nominee of the Book-Entry Bonds so redeemed, but
DTC (or its nominee) may retain such Bonds and make an  appropriate  notation on
the Bond certificate as to the amount of such partial redemption;  provided that
DTC shall deliver to the Trustee,  upon request, a written  confirmation of such
partial redemption and thereafter the records maintained by the Trustee shall be
conclusive  as to the  amount  of the  Bonds of such  maturity  which  have been
redeemed.

                  (c) The Issuer and the Trustee may treat DTC (or its  nominee)
as the sole and exclusive owner of the Book-Entry  Bonds  registered in its name
for the purposes of payment of the principal or redemption  price of or interest
on the Book-Entry  Bonds,  selecting the Book-Entry Bonds or portions thereof to
be  redeemed,  giving any notice  permitted  or  required to be given to Holders
under this Indenture,  registering the transfer of Book-Entry  Bonds,  obtaining
any consent or other  action to be taken by Holders  and for all other  purposes
whatsoever;  and  neither  the Issuer nor the  Trustee  shall be affected by any
notice to the  contrary.  Neither  the  Issuer  nor the  Trustee  shall have any
responsibility  or obligation to any  participant in DTC, any person  claiming a
beneficial  ownership  interest in Book-Entry  Bonds under or through DTC or any
such  participant,  or any other  person  which is not shown on the  Register as
being a Holder,  with  respect  to either:  (1) the  Book-Entry  Bonds,  (2) the
accuracy  of any  records  maintained  by DTC or any such  participant,  (3) the
payment by DTC or any such participant of any amount in respect of the principal
or redemption price of or interest on the Book-Entry Bonds, (4) any notice which
is permitted or required to be given to Holders  under this  Indenture,  (5) the
selection by DTC or any such participant of any person to receive payment in the
event of a partial redemption of the Book-Entry Bonds, and (6) any consent given
or other action taken by DTC as Holder.

                  (d) So long as any Bonds are  registered in the name of DTC or
any nominee  thereof,  all  notices  required  or  permitted  to be given to the
Holders of such Bonds under this Indenture  shall be given to DTC as provided in
the Representation Letter.

                  (e) In connection with any notice or other communication to be
provided to Holders pursuant to this Indenture by the Issuer or the Trustee with
respect  to any  consent  or other  action  to be taken by  Holders,  DTC  shall
consider the date of receipt of notice  requesting  such consent or other action
as the record date for such consent or other action, provided that the Issuer or
the  Trustee  may  establish  a special  record  date for such  consent or other
action.  The Issuer or the Trustee shall give DTC notice of such special  record
date not less than 15 calendar  days in advance of such  special  record date to
the extent possible.

                  (f) At or prior to settlement  for the Book-Entry  Bonds,  the
Issuer  and  the  Trustee  shall  execute  or  signify  their  approval  of  the
Representation Letter. Any successor Trustee shall, in its written acceptance of
its duties under this Indenture,  agree to take any actions  necessary from time
to time to comply with the requirements of the Representation Letter.
<PAGE>
                  (g) The book-entry system for registration of the ownership of
Book-Entry  Bonds may be  discontinued at any time if either (1) after notice to
the Issuer and the Trustee,  DTC  determines to resign as securities  depository
for the Book-Entry Bonds, or (2) after notice to DTC and the Trustee, the Issuer
determines that  continuation of the system of book-entry  transfers through DTC
(or through a successor  securities  depository) is not in the best interests of
the Issuer. In either of such events (unless in the case described in clause (2)
above, the Issuer appoints a successor  securities  depository),  the Book-Entry
Bonds shall be delivered in registered  certificate form to such persons, and in
such maturities and principal amounts,  as may be designated by DTC, but without
any  liability on the part of the Issuer or the Trustee for the accuracy of such
designation.  Whenever  DTC  requests  the Issuer and the  Trustee to do so, the
Issuer and the Trustee shall  cooperate  with DTC in taking  appropriate  action
after reasonable notice to arrange for another securities depository to maintain
custody of certificates evidencing Book-Entry Bonds.

                  (h) Anything herein to the contrary  notwithstanding,  so long
as any  Bonds  are  registered  in the name of DTC or any  nominee  thereof,  in
connection with any optional  tender of such Bonds bearing  interest at a Weekly
Rate, the  beneficial  owners of such Bonds are  responsible  for submitting the
Bondholder Tender Notice to the Remarketing Agent only.

                  (i) Upon  remarketing of Book-Entry  Bonds in accordance  with
Section 4.03 herein,  payment of the purchase price thereof shall be made to DTC
and no surrender of certificates is expected to be required. Such sales shall be
made through DTC participants  (which may include the Remarketing Agent) and the
new beneficial  owners of such  Book-Entry  Bonds shall not receive  delivery of
Bond  certificates.  DTC shall  transmit  payment to DTC  participants,  and DTC
participants  shall transmit payment to beneficial owners whose Book-Entry Bonds
were purchased  pursuant to a remarketing.  Neither the Issuer,  the Trustee nor
the   Remarketing   Agent  is  responsible  for  transfers  of  payment  to  DTC
participants or beneficial owners.

                  (j) The  provisions  of this  Section  2.13 are subject to the
provisions of Article IV relating to Pledged Bonds.

                               (End of Article II)
<PAGE>
                                   ARTICLE III

                              REDEMPTION OF BONDS


         Section 3.01. Terms of Redemption.  The Bonds are subject to redemption
prior to stated maturity as follows:

                  (a) Mandatory Sinking Fund Redemption.  The Series A Bonds are
subject to mandatory  sinking fund redemption  prior to maturity at a redemption
price of 100% of the  principal  amount  redeemed  plus accrued  interest to the
redemption  date, on the Annual  Payment Dates in the years and in the principal
amounts specified in Exhibit B to this Indenture. In the event that any Series A
Bonds are redeemed (other than through sinking fund redemption  pursuant to this
Section) and are cancelled by the Trustee, the Trustee shall cause the Issuer to
receive  a  credit  against  its  sinking  fund  redemption  obligations  in the
aggregate  principal  amount of Bonds so  redeemed,  such credits to be given in
such order of maturity as may be directed by the Issuer, at the direction of the
Company,  with the consent of the Agent which consent shall not be  unreasonably
withheld  or delayed  provided  that the  Company  shall  provide the Agent with
evidence reasonably  satisfactory to the Agent that the Company has or will have
sufficient funds to meet the Company's  payment  obligations  under the Lease as
they become due. Also, at its option, the Company may deliver to the Trustee for
cancellation Series A Bonds purchased by the Company pursuant to this Indenture.
Such Series A Bonds so purchased,  delivered and cancelled  shall be credited by
the Trustee at 100% of the  principal  amount  thereof  against the sinking fund
redemption  obligations  of the  Issuer  in such  order  of  maturity  as may be
directed by the Company with the consent of the Agent,  which  consent shall not
be unreasonably  withheld or delayed provided that the Company shall provide the
Agent with evidence reasonably satisfactory to the Agent that the Company has or
will have sufficient funds to meet the Company's  payment  obligations under the
Lease as they  become  due,  and the  principal  amount  of Series A Bonds to be
redeemed by sinking fund redemption shall be accordingly  reduced.  Concurrently
with the events described above in this Subsection,  the Trustee shall take such
action as may be necessary to cause the Company to receive corresponding credits
against its obligations to make Lease Payments.  Anything herein to the contrary
notwithstanding,  the Issuer and the Company shall not receive credits  pursuant
to this Subsection for sinking fund  redemption  obligations in respect of which
the Trustee has given notice of  redemption  to Holders  prior to the accrual of
such credits.

                  (b) Partial  Redemption on Final Project  Completion Date. The
Series A Bonds are  subject  to  partial  redemption  after  the  Final  Project
Completion  Date in  accordance  with  Section 3.9 of the Lease.  Subject to the
provisions of subsection 5.04(c)(iv), the aggregate principal amount of Series A
Bonds  to be so  redeemed  shall  be equal to (i) the  total  amount  of  moneys
remaining in the Project Fund (including  investment earnings thereon) after the
Final Project  Completion Date which are transferred to the Excess Bond Proceeds
Account  within the Bond Fund  pursuant to Section 5.03,  including  (ii) moneys
remaining  in the  Capitalized  Interest  Account and the  Capitalized  Interest
Reserve Account (including  investment earnings thereon) after the Final Project
Completion Date which are transferred to the Excess Bond Proceeds Account within
the Bond Fund pursuant to Sections 5.02A and 5.02B, respectively,  and including
(iii) all investment  earnings on amounts in the Bond Fund through and including
the Final Project Completion Date.
<PAGE>
                  (c)  Partial  Redemption  from  Uncompleted  Project  Purchase
Price.  The Series A Bonds are  subject to  partial  redemption  after the Final
Project  Completion Date in accordance with Subsection  4.2(a) of the Lease. The
aggregate principal amount of Series A Bonds to be so redeemed shall be equal to
the aggregate Uncompleted Project Purchase Price actually received by the Issuer
from the Company pursuant to Subsection 4.2(a) of the Lease.

                  (d)      Partial Redemption Upon Purchase.

                           (i)  The  Series  A  Bonds  are  subject  to  partial
redemption after the Final Project Completion Date in the event the Company
elects to purchase  one or more  Individual  Properties  pursuant to  Subsection
4.3(b) of the Lease.  The aggregate  principal amount of Series A Bonds to be so
redeemed shall be equal to the aggregate  purchase prices  actually  received by
the Issuer  from the  Company  for the  Individual  Property  or  Properties  so
purchased in accordance with Subsection 4.3(b) of the Lease.

                      (ii) The Series A Bonds are subject to partial  redemption
in the event the Company elects to purchase one or more Subperforming Theater
Properties pursuant to Section 15.4 of the Lease. The aggregate principal amount
of Series A Bonds to be so  redeemed  shall be equal to the  aggregate  purchase
prices  received by the Issuer from the  Company for the  Subperforming  Theater
Property or  Properties  so  purchased  in  accordance  with Section 15.4 of the
Lease.

                  (e) Extraordinary Optional Redemption.  The Series A Bonds are
subject  to  redemption  prior to  maturity  by the  Issuer  in the event of the
exercise by the Company of its option to direct that  redemption upon occurrence
of any of the  events  described  in Section  15.5 of the Lease,  at any time in
whole or in part on any Interest  Payment  Date,  in each case,  at a redemption
price of 100% of the  principal  amount  redeemed  plus accrued  interest to the
redemption date.

                  (f)  Optional  Redemption  During  Weekly  Mode.  Prior to the
Conversion  Date,  the Bonds may be redeemed by the Issuer,  at the direction of
the  Company  (subject  to Section  3.03) in whole at any time or in part on any
Interest  Payment Date, prior to maturity at a redemption price equal to 100% of
the principal  amount thereof plus accrued  interest to the redemption  date. In
the case of the  optional  redemption  of Bonds in part,  the Company may direct
that the Trustee only redeem Series A Bonds and not Series B Bonds to the extent
that the aggregate  principal amount of the Series A Bonds  Outstanding  exceeds
the aggregate principal amount of Series B Bonds Outstanding, and thereafter all
optional  redemptions  shall be  applied  to the Series A Bonds and the Series B
Bonds in equal amounts.

                  (g) Optional  Redemption After Conversion Date. From and after
the Conversion Date, the Bonds shall be subject to optional  redemption prior to
maturity by the Issuer,  at the direction of the Company,  if, and to the extent
and at such  redemption  prices as are set forth in the notice to Bondholders of
the conversion of the Bonds.

                  (h) Optional  Redemption on Special Right of  Termination  and
Purchase.  The Bonds are subject to optional redemption prior to maturity,  at a
redemption  price equal to 100% of the  principal  amount  thereof  plus accrued
interest to the redemption  date, in the event the Company  exercises its option
to terminate the Lease pursuant to Section 15.7 of the Lease.
<PAGE>
                  (i) Use of Certain  Funds to Redeem  Bonds.  The Trustee shall
draw on the Letters of Credit in the manner  provided by Section 5.04 to pay the
principal  of and  interest  on any Bonds  called  for  mandatory  sinking  fund
redemption  pursuant to Section 3.01(a).  In the case of redemption  pursuant to
Section 3.01(b), the Trustee shall pay the redemption price from the Excess Bond
Proceeds Account. In the case of any Special  Redemption,  the Trustee shall pay
the  redemption  price  on all  Bonds to be  redeemed  from  funds  constituting
Available Monies held by the Trustee for such purposes in the Special Redemption
Account within the Bond Fund.

         Section 3.02. Partial  Redemption.  If fewer than all of the Bonds of a
Series are to be redeemed,  the  selection of Bonds to be redeemed,  or portions
thereof in amounts of $100,000  ($5,000 after the Conversion  Date) or any whole
multiple  thereof,  shall be made by lot or by such other  method as the Trustee
deems fair and  appropriate;  provided  that any Pledged Bonds shall be redeemed
first and any Company Bonds shall be redeemed  second.  In the case of a partial
redemption of Bonds when Bonds of  denominations  greater than $100,000  ($5,000
after the Conversion Date) are then outstanding, each $100,000 ($5,000 after the
Conversion  Date) unit of face value of  principal  thereof  shall be treated as
though it were a separate Bond of the denomination of $100,000 ($5,000 after the
Conversion  Date).  If it is  determined  that one or more,  but not all, of the
$100,000 ($5,000 after the Conversion Date) units of face value represented by a
Bond are to be called  for  redemption,  then upon  notice  of  redemption  of a
$100,000  ($5,000 after the Conversion  Date) unit or units,  the Holder of that
Bond shall,  subject to Section 2.12,  surrender the Bond to the Trustee (a) for
payment of the  redemption  price of the $100,000  ($5,000 after the  Conversion
Date)  unit or units of face  value  called for  redemption  (including  without
limitation  the  interest  accrued  to the date  fixed  for  redemption  and any
premium) and (b) for issuance,  without charge to the Holder  thereof,  of a new
Bond or Bonds of any authorized  denomination or  denominations  in an aggregate
principal  amount equal to the unmatured and unredeemed  portion of, and bearing
interest  at the  same  rate  and  maturing  on  the  same  date  as,  the  Bond
surrendered.

         Section  3.03.  Issuer's  Election  to  Redeem.  Except  in the case of
redemption  pursuant to any mandatory  redemption  provisions of this Indenture,
Bonds shall be redeemed only by written notice from the Company on behalf of the
Issuer to the Trustee and the Agent.  Such notice shall  specify the  redemption
date and the  principal  amount of Bonds to be  redeemed,  and shall be given at
least 45 days prior to the  redemption  date or such shorter  period as shall be
acceptable to the Trustee.

         SECTION 3.04. Notice of Redemption

                  (a) When  required to redeem Bonds under any provision of this
Indenture,  or when  directed to do so by the Issuer or the Company  pursuant to
the provisions of this Indenture or any Supplemental  Indenture  authorizing the
issuance of Additional  Bonds or Refunding Bonds, the Trustee shall cause notice
of the  redemption  to be given  not more than 60 days and not less than 15 days
(30 days if the  Bonds are on the Term  Mode)  prior to the  redemption  date by
mailing  copies of such  notice  of  redemption  by first  class  mail,  postage
prepaid,  to all Holders of Bonds to be redeemed at their registered  addresses,
but failure to mail any such notice or defect in the mailing  thereof in respect
of any Bond shall not affect the  validity of the  redemption  of any other Bond
with respect to which notice was properly given. Each such notice shall be dated
and  shall be given in the name of the  Issuer  and shall  state  the  following
information:
<PAGE>
                           (i) the identification  numbers, as established under
this  Indenture,  and the CUSIP  numbers,  if any, of the Bonds being  redeemed,
provided that any such notice shall state that no  representation  is made as to
the correctness of CUSIP numbers either as printed on such Bonds or as contained
in the  notice  of  redemption  and  that  reliance  may be  placed  only on the
identification numbers contained in the notice or printed on such Bonds;

                           (ii) any  other  descriptive  information  needed  to
identify accurately the Bonds being redeemed;

                           (iii) in the case of partial redemption of any Bonds,
the respective principal amounts thereof to be redeemed;

                           (iv) the redemption date;

                           (v) the redemption price;

                           (vi) that on the redemption date the redemption price
will become due and payable  upon each such Bond or portion  thereof  called for
redemption,  and that interest thereon shall cease to accrue from and after said
date; and

                           (vii)  the  place   where   such   Bonds  are  to  be
surrendered for payment of the redemption price, which place of payment shall be
the Principal Office of the Trustee.

In addition,  the Trustee shall at all  reasonable  times make  available to any
party to any Transaction  Document  complete  information as to Bonds which have
been redeemed or called for redemption.

                  (b) In addition to the foregoing notice, further notice of any
redemption  of Bonds  hereunder  shall be given  by the  Trustee,  at least  two
Business  Days in advance of the mailed  notice to  Holders,  by  registered  or
certified mail or overnight  delivery  service to (i) the Rating Agencies or its
successors, if any, and to (ii) Financial Information, Inc.'s "Daily Called Bond
Service",  30  Montgomery  Street,  10th Floor,  Jersey City,  New Jersey 07302,
Attention:  Editor; Kenny Information  Services' "Called Bond Service",  55 Bond
Street,  28th Floor,  New York, New York 10004;  and Standard and Poor's "Called
Bond  Record",  26  Broadway,  3rd  Floor,  New  York,  New York  10004;  or, in
accordance  with   then-current   guidelines  of  the  Securities  and  Exchange
Commission,  to such other addresses  and/or such other services,  as the Issuer
may designate with respect to the Bonds, or no such services,  as the Issuer may
designate in a certificate  of the Issuer  delivered to the Trustee.  So long as
the Bonds or any portion  thereof are held by DTC,  the Trustee  shall send each
notice of redemption of the Bonds to DTC at 711 Stewart Avenue, Garden City, New
York, 11530, Attention:  Call Notification Department (FAX - (516) 227-4039)) or
at such other  address as may be provided in writing to the Trustee from time to
time. The foregoing  notice of redemption  shall be sent to DTC at least 30 days
prior to the redemption  date by legible  facsimile  transmission,  certified or
registered  mail,  overnight  delivery  service or another  secure  method which
enables the Trustee subsequently to verify the transmission of such notice. Such
further  notice shall contain the  information  required in Subsection  3.04(a).
Failure  to give all or any  portion  of such  further  notice  shall not in any
manner defeat the  effectiveness  of a call for  redemption if notice thereof is
given to the Holders as prescribed in Subsection 3.04(a).
<PAGE>
                  (c) If at the time of mailing  of notice of any  extraordinary
optional  redemption there shall not have been deposited moneys in the Bond Fund
available for payment  pursuant to Subsection  5.04(c)  sufficient to redeem all
the Bonds called for redemption,  such notice shall state that it is conditional
in that it is subject to the deposit of the  redemption  moneys in the Bond Fund
available for payment  pursuant to Section 5.04 not later than 12:00 noon on the
redemption  date,  in which case such notice shall be of no effect unless moneys
are so deposited.

         SECTION 3.05. Payment of Redeemed Bonds

                  (a) If (i)  unconditional  notice of the  redemption  has been
duly given or duly waived by the Holders of all Bonds called for  redemption  or
(ii) conditional  notice of redemption has been so given or waived and Available
Moneys for such  redemption  have been duly deposited with the Trustee,  then in
either  such  case the Bonds  called  for  redemption  shall be  payable  on the
redemption date at the applicable  redemption  price.  Payment of the redemption
price  together  with  accrued  interest  shall be made by the  Trustee,  out of
Revenues or other funds deposited for such purpose,  to or upon the order of the
Holders of the Bonds called for redemption upon surrender of such Bonds,  except
as otherwise provided in Section 2.13.

                  (b) Upon the  payment of the  redemption  price of Bonds being
redeemed,  each check or other  transfer of funds issued for such purpose  shall
bear the CUSIP  number  identifying,  by issue  and  maturity,  the Bonds  being
redeemed with the proceeds of such check or other transfer.

                  (c) All  moneys  deposited  in the  Bond  Fund and held by the
Trustee for the  redemption of  particular  Bonds shall be held in trust for the
account of the  Holders  thereof and shall be paid to them,  respectively,  upon
presentation  and  surrender  of those Bonds,  except as  otherwise  provided in
Section 2.13.

                              (End of Article III)

<PAGE>
                                   ARTICLE IV

                       PURCHASE AND REMARKETING OF BONDS;
                            CONVERSION TO FIXED RATE


         SECTION 4.01. Purchase on Demand of Holder During Weekly Mode

                  (a)  While  the Bonds  are in the  Weekly  Mode,  any Bond (or
portion  thereof in an authorized  denomination)  other than a Pledged Bond or a
Company  Bond shall be  purchased  on the  demand of the  Holder  thereof on any
Business  Day  designated  by such  Holder in a  Bondholder  Tender  Notice at a
purchase  price  equal to 100% of the  principal  amount  thereof  plus  accrued
interest,  if any, to the Purchase Date, if there is delivered to the Trustee at
its Principal  Office or Delivery  Office,  and to the Remarketing  Agent at its
Principal  Office,  a Bondholder  Tender  Notice which (i) states the  principal
amount (or portion  thereof) of such Bond and (ii) states the  Purchase  Date on
which  such  Bond (or  portion  thereof)  shall be  purchased  pursuant  to this
Section,  which date shall be a Business  Day not prior to the  seventh day next
succeeding the date of the delivery of such notice to the Trustee,  the Indexing
Agent and the Remarketing Agent. By delivering the Bondholder Tender Notice, the
Holder  irrevocably agrees to deliver such Bond, if not held in book-entry form,
duly endorsed for transfer in blank and with guarantee of signature satisfactory
to the Trustee, to the Principal Office or the Delivery Office of the Trustee or
any other  address  designated  by the  Trustee at or prior to 12:00 noon on the
Purchase Date specified in the Bondholder  Tender Notice.  The  determination by
the Trustee of a Holder's  compliance with the Bondholder Tender Notice and Bond
delivery  requirements  of this Section is in the sole discretion of the Trustee
and binding on the Company,  the Issuer,  the  Remarketing  Agent,  the Indexing
Agent, the Agent and the Holder of the Bonds. Any Bondholder Tender Notice which
the Trustee  determines  is not in  compliance  with this Section shall be of no
force or effect.

                  (b) So  long as the  Bonds  are  registered  to,  and  held in
book-entry  form by, DTC or its nominee,  the  beneficial  owner of the Bonds is
responsible for submitting the Bondholder  Tender Notice and shall be treated as
the  Holder  of such  Bonds  for such  purpose,  and such  notice  need  only be
submitted to the Remarketing Agent.

                  (c) Any  election  by a Holder  to  tender a Bond (or  portion
thereof) for purchase on a Business Day in accordance with this Section shall be
irrevocable  and shall be binding on the Holder  making such election and on any
transferee of such Holder.  Each  Bondholder  Tender Notice shall  automatically
constitute  (i) an  irrevocable  offer to sell the Bond (or portion  thereof) to
which such notice  relates on the Purchase Date at a price equal to the purchase
price of such Bond (or portion thereof),  (ii) an irrevocable  authorization and
instruction to the Trustee to effect transfer of such Bond (or portion  thereof)
upon payment of the purchase  price to the Trustee on the Purchase  Date,  (iii)
with respect to a tender of a portion of a Bond,  an  irrevocable  authorization
and  instruction  to the Trustee to effect the exchange of such Bond in part for
other  Bonds in a  principal  amount  equal  to the  retained  portion  so as to
facilitate  the  sale  of the  tendered  portion  of  such  Bond,  and  (iv)  an
acknowledgment that such Holder will have no further rights with respect to such
Bond (or portion  thereof)  upon  payment of the purchase  price  thereof to the
Trustee on the  Purchase  Date,  except for the right of such  Holder to receive
such purchase price upon surrender of such Bond, if not held in book-entry form,
to the Trustee  endorsed for  transfer in blank and with  guarantee of signature
<PAGE>
satisfactory  to the Trustee and that after the  Purchase  Date such Holder will
hold such Bond as agent for the Trustee. If the Bonds are not held in book-entry
form and, after delivery to the Trustee,  the Indexing Agent and the Remarketing
Agent of a Bondholder Tender Notice in accordance with this Section,  the Holder
making such election  shall fail to deliver such Bond or Bonds  described in the
Bondholder  Tender  Notice to the  Trustee at its  Principal  Office or Delivery
Office on or before 12:00 noon on the  applicable  Purchase  Date as required by
this Section,  then the undelivered  Bond or portion  thereof  described in such
Bondholder  Tender  Notice shall be deemed to have been tendered for purchase to
the  Trustee  and,  to the extent  that there shall be held by the Trustee on or
before the  applicable  Purchase  Date an amount  sufficient to pay the purchase
price  thereof  and  available  for such  purpose  pursuant to the terms of this
Section,  such  Undelivered  Bond  shall  on such  Purchase  Date  cease to bear
interest and no longer shall be considered to be Outstanding. Moneys held by the
Trustee  for the  purchase  of the  Undelivered  Bonds  in  accordance  with the
provisions of this Section shall be held in a special separate trust account for
the Holders of such Undelivered  Bonds. Such moneys shall be held by the Trustee
uninvested  and  without   liability  for  interest  pending  delivery  of  such
Undelivered Bonds to the Trustee.

                  (d) The Trustee shall,  as to any Undelivered  Bond,  promptly
place a stop transfer  against an appropriate  amount of Bonds registered in the
name of the Holder  thereof on the  Register.  The Trustee shall place such stop
transfer commencing with the lowest serial number Bond registered in the name of
such Holder (until stop transfers have been placed against an appropriate amount
of Bonds) until the  appropriate  tendered  Bonds are  delivered to the Trustee.
Upon such  delivery,  the Trustee  shall make any necessary  adjustments  to the
Register.

                  (e) If the  Bonds are not held in  book-entry  form and if for
any  reason a Holder  fails to  deliver a  tendered  Bond to the  Trustee on the
Purchase Date, the Issuer shall execute and the Trustee shall  authenticate  and
deliver in accordance  with Section 4.03 a new Bond or Bonds in  replacement  of
the Undelivered  Bond. The replacement of any such Undelivered Bond shall not be
deemed to create  new  indebtedness,  but such Bond as is issued in  replacement
shall be  deemed  to  evidence  the  indebtedness  previously  evidenced  by the
Undelivered Bond.

                  (f)  A  Holder  who  gives  a  Bondholder  Tender  Notice  may
repurchase the Bonds so tendered on the Purchase Date if the  Remarketing  Agent
agrees to remarket such Bond to such Holder, and if the Remarketing Agent agrees
to remarket the specified Bond to such Holder prior to delivery of such Bonds as
set forth above, the delivery requirement set forth above shall be waived.

                  (g)  Upon  surrender  of  any  Bond  (which  is  not  held  in
book-entry  form) for purchase in part only,  the Issuer  shall  execute and the
Trustee shall authenticate and deliver to the Holder thereof a new Bond or Bonds
of the same maturity,  of authorized  denominations,  in an aggregate  principal
amount equal to the unpurchased portion of the Bond surrendered.

                  (h) On the date  set for  purchase  of  Bonds to be  purchased
pursuant  to  this  Section  and  upon  receipt  by the  Trustee  of 100% of the
aggregate purchase price of such Bonds, the Trustee shall pay the purchase price
of such Bonds to the selling Holders thereof at its Principal Office or Delivery
Office  at or  before  5:00  p.m.;  provided  that  such  Bonds  (if not held in
book-entry form) shall have been  surrendered to the Trustee  properly  endorsed
<PAGE>
for transfer on such date with all  signatures  guaranteed  at or prior to 12:00
noon on such Purchase Date. Such payment shall be made in immediately  available
funds and shall be made only with the following  funds in the following order of
availability:
 
                      (i)  moneys  held  in the  Remarketing  Proceeds  Purchase
Account  representing  proceeds  from  the  remarketing  of  such  Bonds  by the
Remarketing  Agent  to any  Person  other  than the  Issuer,  the  Company,  any
guarantor  of  the  Company's  obligations  under  the  Lease,  if  any,  or any
Affiliate;

                      (ii) moneys constituting Available Moneys held in the Bond
Fund and available to make such payment pursuant to Section 10.02; and

                      (iii)  proceeds  from a drawing  on the  Letters of Credit
deposited  directly into the Letter of Credit  Purchase  Account  (provided that
such proceeds shall not be applied to purchase  Pledged Bonds or Bonds which are
known by the Trustee to be Company Bonds).

                  (i) No purchase of Bonds  pursuant  to this  Section  shall be
deemed to be a payment or a redemption of such Bonds or any portion  thereof and
such purchase will not operate to  extinguish or discharge the  indebtedness  of
such Bonds.

         SECTION 4.02. Mandatory Purchase on Conversion Date, upon Expiration of
Letter of Credit, and at Direction of Agent

                  (a) The Bonds  shall be subject to  mandatory  purchase,  at a
purchase  price  equal to the  principal  amount  thereof  plus,  in the case of
purchases  on a Purchase  Date which is not an Interest  Payment  Date,  accrued
interest thereon, as follows:

                      (i) on the Conversion  Date, or if the Conversion  Date is
not a Business Day, the first Business Day succeeding the Conversion Date;

                      (ii) on the  Interest  Payment  Date  next  preceding  the
Expiration  Date of the  Letters  of Credit  or, if  earlier,  the 30th day next
preceding such Expiration Date,  unless the Trustee has received notice from the
Agent that the Letters of Credit  have been or will be extended or an  Alternate
Letter of Credit will be provided pursuant to Section 5.08;

                      (iii) On the Expiration Date of the Letters of Credit
unless the Trustee has received by 11:00 a.m. on such Expiration Date a written
extension of the Letters of Credit or an Alternate Letter of Credit; and

                      (iv) on the Purchase Date stipulated by the Agent pursuant
to Section 7.03 in the event the Agent  directs the Trustee  pursuant to Section
7.03 to call the Bonds for mandatory purchase pursuant to this clause.

                  (b) In  the  case  of  any  mandatory  purchase  of the  Bonds
pursuant to clause (a)(ii) or (a)(iii) above,  the Trustee shall cause notice of
such  mandatory  purchase to be given not more than 45 and not less than 15 days
prior to the  Purchase  Date,  by  mailing  copies of such  notice of  mandatory
purchase  by first class mail,  postage  prepaid,  to all Holders of Bonds to be
purchased at their registered addresses,  but failure to mail any such notice or
defect in the  mailing  thereof  in  respect  of any Bond  shall not  affect the
validity  of the  mandatory  purchase  of any other  Bond with  respect to which
notice was properly given. Each such notice shall be dated and shall be given in
<PAGE>
the name of the  Issuer  and shall  state  the  following  information:  (i) the
identification  numbers,  as  established  under this  Indenture,  and the CUSIP
numbers,  if any,  of the Bonds  being  purchased;  (ii) any  other  descriptive
information needed to identify  accurately the Bonds being purchased;  (iii) the
Purchase  Date;  (iv) the  purchase  price;  (v) that on the  Purchase  Date the
purchase price will become due and payable upon each Bond;  (vi) the place where
the Bonds are to be delivered for payment of the purchase price,  which place of
payment shall be the  Principal  Office or Delivery  Office of the Trustee;  and
(vii) the Holders of Bonds  subject to mandatory  purchase  shall be required to
deliver  their  Bonds for  purchase to the  Trustee at its  Principal  Office or
Delivery Office prior to 12:00 noon on the corresponding  Purchase Date, and any
Bond not so delivered prior to 12:00 noon on the applicable  Purchase Date shall
be deemed to have been  tendered  to the Trustee as of such  Purchase  Date and,
from and after such  Purchase  Date,  shall cease to bear interest and no longer
shall be considered to be outstanding.  In the event of a failure by a Holder to
deliver such  Holder's  Bond on or before the  applicable  Purchase  Date,  such
Holder  shall not be entitled to any payment  (including  any interest to accrue
subsequent  to such  Purchase  Date)  other  than the  purchase  price  for such
Undelivered  Bond,  such  Undelivered  Bond shall no longer be  entitled  to the
benefits of this  Indenture,  except for the purpose of payment of the  purchase
price therefor,  and such Holder shall  thereafter hold such Undelivered Bond as
agent  for the  Trustee.  If for any  reason a Holder  fails to  deliver  to the
Trustee on or before the  applicable  Purchase  Date any Bond  remarketed by the
Remarketing  Agent  pursuant to Section  4.03,  the Issuer shall execute and the
Trustee shall  authenticate and deliver to the Remarketing  Agent for redelivery
to the purchaser a new Bond or Bonds in replacement of the Undelivered Bond. The
replacement  of any such  Undelivered  Bond  shall not be  deemed to create  new
indebtedness,  but such  Bond as is  issued  in  replacement  shall be deemed to
evidence the indebtedness previously evidenced by the Undelivered Bond.

                  (c) On the date  set for  purchase  of  Bonds to be  purchased
pursuant  to this  Section  4.02 and upon  receipt by the Trustee of 100% of the
aggregate purchase price of such Bonds, the Trustee shall pay the purchase price
of such Bonds to the Holders thereof at its Principal  Office or Delivery Office
at or before 5:00 p.m.;  provided that such Bonds shall have been surrendered to
the Trustee  properly  endorsed  for  transfer on such date with all  signatures
guaranteed at or prior to 12:00 noon on such date. Such payment shall be made in
immediately  available  funds and payment for Bonds  purchased  pursuant to this
Section  shall be made only with the following  funds in the following  order of
availability:

                      (i)  moneys  held  in the  Remarketing  Proceeds  Purchase
Account  representing  proceeds  from  the  remarketing  of  such  Bonds  by the
Remarketing  Agent to any  Person  other  than the  Issuer,  the  Company or any
Affiliate;

                      (ii) moneys constituting Available Moneys held in the Bond
Fund and available to make such payment pursuant to Section 10.02; and

                      (iii)  proceeds  from a drawing  on the  Letters of Credit
deposited  directly into the Letter of Credit  Purchase  Account  (provided that
such proceeds shall not be applied to purchase  Pledged Bonds or Bonds which are
known by the Trustee to be Company Bonds).

                  (d) No purchase of Bonds  pursuant  to this  Section  shall be
deemed to be a payment or a redemption of such Bonds or any portion  thereof and
such purchase will not operate to  extinguish or discharge the  indebtedness  of
such Bonds.
<PAGE>
         SECTION 4.03. Remarketing

                  (a) Upon receipt of a Bondholder  Tender Notice to the Trustee
and the Remarketing Agent (or to the Remarketing Agent only in the case of Bonds
held in book-entry  form)  pursuant to Section 4.01 and not later than the fifth
day preceding the Purchase Date for each mandatory  purchase pursuant to Section
4.02, the  Remarketing  Agent shall use its best efforts to find  purchasers for
and arrange for the sale of the Bonds identified in the Bondholder Tender Notice
pursuant to Section 4.01 or all Bonds subject to mandatory  purchase pursuant to
Section 4.02 (other than any Bonds  purchased in  anticipation of the expiration
of the Letters of Credit or at the direction of the Agent),  at a price equal to
the principal  amount  thereof plus, in the case of purchases on a Purchase Date
which is not an Interest Payment Date, accrued interest thereon,  for settlement
in immediately available funds at or before 3:00 p.m. on the applicable Purchase
Date. Except as otherwise  expressly  provided herein, the Remarketing Agent may
not  remarket  to the  Issuer,  the  Company  or any  Affiliate  any Bonds to be
purchased  pursuant to Section  4.01 or 4.02.  In its  capacity as a  registered
broker-dealer,  the Remarketing  Agent may, but is not obligated to, acquire for
its own account any Bonds to be so purchased,  but not otherwise remarketed,  in
which case the Remarketing Agent shall have remarketed such Bonds to itself. The
Remarketing Agent may, but shall not be required to, purchase and sell Bonds for
its own account at any time.

                  (b) At or before 3:00 p.m. on the Business Day  preceding  the
Purchase  Date of Bonds to be  purchased  pursuant  to Section  4.01 or 4.02 and
remarketed  pursuant to this Section (or such other time as to which the Trustee
and the Remarketing Agent may agree), the Remarketing Agent shall give notice by
telegram,  telex, telecopy or other similar communication to the Trustee and the
Agent  of the  names,  addresses  and  taxpayer  identification  numbers  of the
purchasers and the denominations of Bonds to be delivered to each purchaser and,
if  available,   the  payment  instructions  for  regularly  scheduled  interest
payments.

                  (c) The  Remarketing  Agent shall,  at or before 10:00 a.m. on
the Purchase Date of Bonds to be purchased  pursuant to Section 4.01 or 4.02 and
remarketed pursuant to this Section, give telephonic notice,  promptly confirmed
in writing,  to the Trustee,  the Company and the Agent specifying the principal
amount of Bonds  remarketed  and not  remarketed,  respectively,  and the amount
representing  the purchase price of Bonds which the  Remarketing  Agent does not
then hold in trust.

                  (d)  The  Remarketing  Agent  shall  cause  to be  paid to the
Trustee in  immediately  available  funds by 3:00 p.m. on the  Purchase  Date of
Bonds to be purchased  pursuant to Section 4.01 or 4.02 and remarketed  pursuant
to this  Section,  all  amounts  (if any)  then  held by the  Remarketing  Agent
representing  proceeds of the remarketing of such Bonds,  which shall be applied
by the Trustee on the  applicable  Purchase  Date to pay the  Purchase  Price of
Bonds to be purchased on such Purchase Date. Pending such application,  all such
remarketing  proceeds  received by the Trustee shall be deposited by the Trustee
in the special trust account  designated as the  Remarketing  Proceeds  Purchase
Account which the Trustee shall establish and use as provided in this Article IV
and shall not be commingled with other funds held by the Trustee.  All moneys in
the Remarketing Proceeds Purchase Account shall be held in trust for the benefit
of the Holder of the Bonds to be purchased, uninvested and without liability for
interest thereon,  pending application of such moneys by the Trustee as provided
above.
<PAGE>
                  (e) On the Purchase Date of Bonds to be purchased  pursuant to
Sections 4.01 or 4.02, the Trustee shall register (or hold) all Bonds
purchased on such date as follows:

                      (i) Bonds  remarketed  by the  Remarketing  Agent shall be
registered and made available (at the Principal Office or Delivery Office of the
Trustee) to the Remarketing  Agent or the purchasers  thereof in accordance with
the  instructions of the Remarketing  Agent delivered to the Trustee pursuant to
this Section 4.03; and

                      (ii) Bonds  purchased  with  proceeds  of a drawing on the
Letters of Credit  which are  Pledged  Bonds  shall be held as Pledged  Bonds in
accordance with Section 4.05.

                  (f) Any Bond (or portion  thereof)  with  respect to which the
Trustee receives a Bondholder Tender Notice pursuant to Section 4.01 on or after
the date notice of a mandatory  purchase  pursuant to Section 4.02 or redemption
pursuant  to  Section  3.04 is given  and  before  the  corresponding  mandatory
Purchase Date or redemption date,  respectively,  shall not be remarketed except
to a buyer who receives and acknowledges  the binding effect of such notice.  In
addition,  Bonds  which  are  deemed  paid  pursuant  to  Article X shall not be
remarketed but shall be canceled upon being  purchased  pursuant to Section 4.01
or 4.02 in accordance with the Bond cancellation provisions of Section 2.11.

                  (g) Except in connection  with the  conversion of the Bonds to
the Term Mode,  the  Remarketing  Agent shall have no obligation to remarket any
Bonds which are not supported by the Letters of Credit or an Alternate Letter of
Credit as contemplated by this Indenture.

         Section  4.04.  Drawings on Letter of Credit for Purchase of Bonds.  As
provided by Section 4.03, the Remarketing  Agent shall advise the Trustee of the
amounts not held by the Remarketing Agent which shall be drawn under the Letters
of Credit in order for the Trustee to make timely payments of the purchase price
of Bonds from remarketing  proceeds or moneys drawn under the Letters of Credit.
In the  absence of such  notice,  the Trustee  shall be deemed to have  received
notice from the  Remarketing  Agent  specifying  that no portion of the purchase
price of such Bonds is held by the Remarketing  Agent, in which case the Trustee
shall draw the entire amount thereof under the Letters of Credit. Prior to 11:00
a.m. on each Purchase Date, the Trustee shall take all action  necessary to draw
on the Letters of Credit in accordance with their terms,  the amounts  specified
(or deemed  specified)  for receipt by the Trustee on such  Purchase  Date.  The
Trustee  shall  establish a special  trust  account  designated as the Letter of
Credit Purchase  Account into which the Trustee shall deposit and hold in trust,
uninvested  and without  liability for interest  thereon,  all such amounts (and
only such  amounts)  received  by the  Trustee  from  drawings on the Letters of
Credit for purchases of Bonds pending application of such amounts by the Trustee
pursuant  to this  Article  IV. Any  remaining  amounts in the Letters of Credit
Purchase Account after any application required by this Article IV shall be paid
over by the Trustee to the Agent (for further  disbursement  by the Agent to the
LC Issuers) as reimbursement for the drawing on the Letters of Credit from which
such  amounts  were  derived;  provided  that  the  Letter  of  Credit  shall be
reinstated  to the extent of such  reimbursement  and the Trustee shall take all
necessary  action on its part  pursuant  to the Letters of Credit to effect such
reinstatement. Anything herein to the contrary notwithstanding, no amounts drawn
on the Letters of Credit  shall be applied to the  purchase of Pledged  Bonds or
Company Bonds.
<PAGE>
         SECTION 4.05. Bonds Purchased with Proceeds of Letters of Credit

                  (a)      Pledged Bonds.

                      (i) Bonds  purchased  with  proceeds  of a drawing  on the
Letters of Credit pursuant to this Article shall constitute  "Pledged Bonds" and
shall be held by the  Trustee as agent for the Agent as  pledgee of the  Company
pursuant to the Fund Account  Security  Agreement (and shall be shown as such on
the  Register  and,  if  held  in  book-entry  form,  in the  ownership  records
maintained by DTC and any applicable DTC  participant)  unless and until (1) the
Trustee has confirmation from the Agent to the extent  contemplated by the terms
of the Letters of Credit that the  Letters of Credit have been  reinstated  with
respect to such  drawing and (2) the Agent has notified the Trustee by telephone
(thereafter  promptly  confirmed in writing)  that such Bonds have been released
from the  pledge  pursuant  to the  Reimbursement  Agreement  and are no  longer
Pledged  Bonds.  Pending  reinstatement  of the Letters of Credit and release of
such pledge as aforesaid, the Agent shall be entitled to receive all payments of
principal  of and  interest on Pledged  Bonds as pledgee of the Company and such
Bonds shall not be  transferable  or  deliverable  to any party  (including  the
Company) except the Agent pursuant to the Reimbursement Agreement.

                      (ii)  Notwithstanding  anything to the contrary  contained
herein or in the Bonds,  (A) Pledged  Bonds shall bear interest at the same rate
per annum,  and shall be payable in the same manner,  as amounts due and payable
under the Reimbursement Notes corresponding to such Pledged Bonds, and the Agent
shall provide  copies of all interest  bills on the  Reimbursement  Notes to the
Trustee,  upon which the Trustee  shall be entitled  to rely,  and (B)  interest
which is actually paid pursuant to the Reimbursement Notes corresponding to such
Pledged Bonds shall be credited against the interest which is due and payable by
the Issuer with respect to such Pledged Bonds, and the Issuer shall be deemed to
have  paid the  interest  on such  Pledged  Bonds to the  extent  that  interest
actually  is paid  pursuant to the  Reimbursement  Notes  corresponding  to such
Pledged Bonds.

                  (b) Remarketing of Pledged Bonds. The Remarketing  Agent shall
continue to use its best  efforts to arrange  for the sale of any Pledged  Bonds
required  to  be  remarketed   pursuant  to  Section   4.03,   subject  to  full
reinstatement  of the Letters of Credit with respect to the drawings  with which
such Bonds were purchased, at a price equal to the principal amount thereof plus
accrued interest.

                  (c)  Notice of  Remarketing.  At or prior to 2:00 p.m.  on the
Business Day preceding each day on which any Pledged Bonds that are successfully
remarketed by the Remarketing  Agent are to be purchased,  the Remarketing Agent
shall give telephonic notice, promptly confirmed in writing, to the Trustee, the
Company and the Agent specifying:

                      (i) the  Business  Day on which  such  purchase  will take
place and the principal amount of Pledged Bonds  successfully  remarketed by the
Remarketing Agent, and

                      (ii) to the Trustee  only,  the names,  addresses  and tax
identification  numbers of the proposed purchasers thereof and the denominations
of Bonds to be  delivered  to each  purchaser  and,  if  available,  the payment
instructions for regularly scheduled interest payments.
<PAGE>
                  (d) Delivery of Remarketed Pledged Bonds and Proceeds Thereof.
Contemporaneously  with  reinstatement  of the Letters of Credit as described in
Subsection  4.05(a) and the sale of Pledged  Bonds  arranged by the  Remarketing
Agent  as  described  in  Subsection  4.05(b),  (i) such  Bonds  (if not held in
book-entry  form) shall be made  available (at the Principal  Office or Delivery
Office of the Trustee) to the  Remarketing  Agent or the  purchasers  thereof in
accordance with the instructions of the Remarketing  Agent and (ii) the proceeds
of such sale shall be  delivered  to the Agent for the account of the Company to
be  applied  to any  unpaid  reimbursement  obligation  under the  Reimbursement
Agreement  with respect to the prior  drawings  made on the Letters of Credit in
respect of the purchase of such Bonds.

         SECTION 4.06. Company Bonds

                  (a)  Remarketing of Company  Bonds.  Subject to the provisions
and limitations of the  Remarketing  Agreement and Section 4.03, the Remarketing
Agent shall, if so directed by the Company,  use its best efforts to arrange for
the sale of any Company Bonds, at a price equal to the principal amount thereof,
plus accrued interest.

                  (b) Notice of Remarketing. On or prior to each Business Day on
which any Company  Bonds that are  successfully  remarketed  by the  Remarketing
Agent pursuant to Section  4.06(a) are to be purchased,  the  Remarketing  Agent
shall give telephonic notice, promptly confirmed in writing, to the Trustee, the
Company, the Indexing Agent and the Agent specifying:

                      (i) the  Business  Day on which  such  purchase  will take
place and the principal amount of Company Bonds  successfully  remarketed by the
Remarketing Agent, and

                      (ii) to the Trustee  only,  the names,  addresses  and tax
identification  numbers of the proposed purchasers thereof, the denominations of
Bonds  to be  delivered  to  each  purchaser  and,  if  available,  the  payment
instructions for regularly scheduled interest payments.

                  (c) Delivery of Remarketed Company Bonds and Proceeds Thereof.
Upon the sale of Company Bonds  arranged by the  Remarketing  Agent  pursuant to
Section  4.06(a),  (i) such Bonds (if not held in book-entry form) shall be made
available  (at the  Principal  Office or Delivery  Office of the Trustee) to the
Remarketing Agent or the purchasers  thereof in accordance with the instructions
of the  Remarketing  Agent and (ii) the proceeds of such sale shall be delivered
to the Company.

         SECTION 4.07. No Purchases  After  Acceleration;  Inadequate  Funds for
Purchases

                  (a)    Anything   in   this    Indenture   to   the   contrary
notwithstanding,  there shall be no purchases of Bonds  pursuant to this Article
if the Bonds have been declared  immediately due and payable pursuant to Section
7.03 and such declaration has not been annulled, stayed or otherwise suspended.

                  (b)  If  the  funds  available  for  purchases  of  Bonds  are
inadequate  for the purchase of all Bonds tendered on any Purchase Date pursuant
to this Article,  the Trustee  shall,  after any  applicable  grace period:  (i)
return all  tendered  Bonds to the Holders  thereof;  and (ii) return all moneys
received  for the  purchase of such Bonds  (other  than  moneys  provided by the
Company and other than proceeds from a drawing on the Letters of Credit,  unless
the  Letters of Credit are  reinstated  with  respect  thereto)  to the  persons
providing such moneys.

                               (End of Article IV)
<PAGE>
                                    ARTICLE V

                           FUNDS AND LETTER OF CREDIT


         Section  5.01.  Creation  of  Funds  and  Accounts.  There  are  hereby
established the following Funds and Accounts under this Indenture:

                  (a) The Project Fund, within which are hereby  established the
following Accounts:

                           (i) The Capitalized  Interest  Account,  within which
are hereby established the following Subaccounts:

                                    (A)     Bond Interest Subaccount

                                    (B)     Bank Fees Subaccount

                                    (C)     Other Fees Subaccount

                      (ii) The Capitalized Interest Reserve Account

                     (iii) The Financing Costs Account

                      (iv) The Project Costs Account

                       (v) The Equity Investment Account.

                  (b) The Bond Fund,  within  which are hereby  established  the
following Accounts:

                      (i) The  Letter of Credit  Debt  Service  Accounts  within
which are hereby established a Wachovia Letter of Credit Subaccount,  a SunTrust
Letter of Credit Subaccount and a Bond Subaccount.

                      (ii) The Letter of Credit Purchase Account

                      (iii) The Excess Bond Proceeds Account

                      (iv) The Remarketing Proceeds Purchase Account.

                  (c)  The  Trustee  may  establish   additional   accounts  and
subaccounts within the Funds and accounts  established  hereunder as appropriate
to accomplish the purposes of this Indenture.

         SECTION 5.01A. Creation of Project Fund

                  (a) There is hereby  established with the Trustee a trust fund
designated "Project Fund" for the payment of Costs of the Projects.  There shall
be deposited in each account and subaccount in the Project Fund an amount of the
proceeds  from the sale of the Bonds as shall be  specified  in a written  order
from an Authorized  Representative of the Issuer to be delivered  simultaneously
with the  delivery  of the Bonds.  The  Trustee  shall  maintain a record of the
income on investments  and interest  earned on amounts held in the Project Fund,
including the  Capitalized  Interest  Account.  Such income or interest shall be
transferred  by the Trustee on the last Business Day of each  calendar  month to
the Capitalized Interest Account.
<PAGE>
                  (b) Pending disbursement  pursuant to the Lease and the Agency
and Development Agreement, the moneys and Qualified Investments to the credit of
the Project  Fund shall be held as  security  for the  obligations  to the Agent
under  the  Reimbursement  Agreement  and,  upon  receipt  by the  Trustee  of a
certificate  of the  Agent  that a event  of  default  has  occurred  under  the
Reimbursement  Agreement and directing the  application of monies in the Project
Fund, the Trustee shall transfer such monies in accordance with such direction.

         SECTION 5.02. Disbursements from and Records of Project Fund

                  (a)   Requisition,   moneys  in  the  various   Accounts   and
Subaccounts  within the Project Fund shall be disbursed in  accordance  with the
provisions  of  such  Requisition.  The  Trustee  shall  cause  to be  kept  and
maintained adequate records pertaining to the Project Fund and all disbursements
therefrom.  The Trustee shall make such records  available for inspection by, or
shall  provide  copies  thereof to, the  Issuer,  the Company and the Agent upon
request.  The Trustee  shall serve as repository  for all original  Requisitions
submitted for disbursements from the Project Fund.

                  (b) In the  event  that the  Leased  Property  or any  portion
thereof  is  destroyed  or damaged by fire or other  casualty,  and the  Company
exercises  its  option  pursuant  to  Section  19.1(a) of the Lease to repair or
replace same, or in the event that any net proceeds  from a  condemnation  award
are to be applied to make any necessary restorations of the remaining portion of
an  Individual  Property,  the Net  Proceeds  shall be  deposited  in a separate
subaccount  in the  Project  Costs  Account  within the Project  Fund and,  upon
receipt of a Requisition,  applied to such repair,  replacement or  restoration,
substantially in accordance with the  disbursement  procedures set forth in such
Requisition.

         SECTION 5.02A. Capitalized Interest Account

                  (a) There is hereby  established  with the  Trustee an account
within the Project Fund designated  "Capitalized  Interest  Account" for (i) the
reimbursement to the LC Issuers of amounts drawn under the Letters of Credit for
payment of  interest  on the Bonds  during the period  commencing  on the Series
Issue Date and  terminating  on the Final Project  Completion  Date and (ii) the
payment of all amounts which  constitute  Supplemental  Rent payable  during the
period from the date hereof to the Final Project Completion Date. There shall be
deposited in each of the Bond Interest Subaccount,  the Bank Fees Subaccount and
the Other Fees Subaccount  within the Capitalized  Interest Account an amount of
the proceeds from the sale of the Bonds as shall be specified in a written order
from an Authorized  Representative of the Issuer to be delivered  simultaneously
with the delivery of the Bonds.  On the Final Project  Completion Date any funds
remaining in the Capitalized Interest Account shall be transferred to the Excess
Bond  Proceeds  Account  within the Bond Fund and applied as provided in Section
5.04. All income and interest earned on amounts held in the Capitalized Interest
Account shall be held in, and shall become a part of, the  Capitalized  Interest
Account.

                  (b)  Prior  to  12:00  noon on the  Business  Day  immediately
preceding  each Interest  Payment Date,  the Trustee shall present the requisite
draft and  certificate  for a drawing  on the  Letters of Credit so as to comply
with  the  provisions  of the  Letters  of  Credit  for  payment  to be  made in
sufficient  time for the Trustee to receive the  proceeds of such  drawing at or
before 10:00 a.m. on such  Interest  Payment Date, in an amount equal to accrued
interest on the Bonds coming due on such Interest Payment Date and transfer such
<PAGE>
amount to the Letter of Credit Debt Service  Account  within the Bond Fund to be
applied as provided in Section  5.04(c).  Prior to the Final Project  Completion
Date,  the Trustee shall withdraw from the Bond Interest  Subaccount  within the
Capitalized Interest Account an amount equal to the aggregate amount of drawings
on the  Letters of Credit and  transfer  same to the Agent,  on behalf of the LC
Issuers, pursuant to the Reimbursement Agreement.

                  (c) Upon  receipt  of a  Requisition,  moneys in the Bank Fees
Subaccount and the Other Fees Subaccount within the Capitalized Interest Account
shall be  disbursed by the Trustee in  accordance  with the  provisions  of such
Requisition.

         Section 5.02B.  Capitalized  Interest Reserve Account.  There is hereby
established  with the  Trustee an account  within the  Project  Fund  designated
"Capitalized Interest Reserve Account" for the payment, to the extent the amount
on deposit in the Capitalized Interest Account is insufficient therefor, (i) the
reimbursement to the LC Issuers of amounts drawn under the Letters of Credit for
payment of  interest  on the Bonds  during the period  commencing  on the Series
Issue Date and  terminating on the Final Project  Completion  Date, and (ii) the
payment of all amounts which  constitute  Supplemental  Rent payable  during the
period from the date hereof to the Final Project Completion Date. There shall be
deposited in the Capitalized  Interest Reserve Account an amount of the proceeds
from the sale of the  Bonds as shall be  specified  in a written  order  from an
Authorized  Representative of the Issuer to be delivered simultaneously with the
delivery  of the Bonds.  In the event  that the  aggregate  amount  drawn by the
Trustee on the Letters of Credit on any Interest Payment Date exceeds the amount
on deposit in the Bond  Interest  Subaccount  within  the  Capitalized  Interest
Account,  the Trustee shall  withdraw the excess from the  Capitalized  Interest
Reserve  Account  and  transfer  the  excess to the  Agent,  on behalf of the LC
Issurers,  pursuant to the Reimbursement Agreement. In the event that the amount
to be  disbursed  from the Bank Fees  Subaccount  or the Other  Fees  Subaccount
within the Capitalized  Interest Account  pursuant to a Requisition  exceeds the
amount on deposit in such  Subaccount,  the Trustee  shall  withdrawn the excess
from the  Capitalized  Interest  Reserve Account and transfer such excess to the
applicable  Subaccount within the Capitalized  Interest Account to be applied as
provided in Section  5.02A.  On the Final  Project  Completion  Date,  any funds
remaining in the  Capitalized  Interest  Reserve Account shall be transferred to
the Excess Bond Proceeds Account within the Bond Fund and applied as provided in
Section 5.04. All income and interest  earned on amounts held in the Capitalized
Interest  Reserve  Account shall be credited to the Bond Interest  Subaccount of
the Capitalized  Interest  Reserve Account and transferred by the Trustee on the
last Business Day of each calendar month to the Capitalized Interest Account.

         Section 5.02C.  Financing Costs Accounts.  There is hereby  established
with the Trustee an account within the Project Fund designated  "Financing Costs
Account" for the payment of all Financing Costs. There shall be deposited in the
Financing  Costs Account an amount of the proceeds from the sale of the Bonds as
shall be specified in a written order from an Authorized  Representative  of the
Issuer to be  delivered  simultaneously  with the  delivery  of the Bonds.  Upon
receipt  of a  Requisition,  monies  in the  Financing  Costs  Account  shall be
disbursed by the Trustee in accordance with the provisions of such  Requisition.
The Trustee shall close the Financing  Costs Account when all amounts  deposited
therein have been disbursed for the payment of such Financing  Costs. All income
and interest  earned on amounts held in the  Financing  Costs  Account  shall be
transferred to the Capitalized Interest Account.
<PAGE>
         Section 5.02D. Projects Costs Account. There is hereby established with
the  Trustee an account  within  the  Project  Fund  designated  "Project  Costs
Account" for the payment of all Hard and Soft Costs. There shall be deposited in
the Project  Costs  Account an amount of the proceeds from the sale of the Bonds
as shall be specified in a written  order from an Authorized  Representative  of
the  Issuer to be  delivered  simultaneously  with the  delivery  of the  Bonds.
Disbursements  from the Project Costs  Account shall be made in accordance  with
the terms of a Requisition  therefor.  All income and interest earned on amounts
held in the Project Costs Account shall be credited to the Project Costs Account
and  transferred  by the Trustee on the last Business Day of each calendar month
to the Bond Interest Subaccount of the Capitalized Interest Account.

         Section 5.02E. Equity Investment  Account.  There is hereby established
with  the  Trustee  an  account  within  the  Project  Fund  designated  "Equity
Investment  Account." There shall be deposited in the Equity Investment  Account
by the Issuer,  such amounts,  and at such times,  as shall be determined by the
Issuer and contained in a written notice to the Trustee.  Disbursements from the
Equity  Investment  Account  shall be made in  accordance  with  the  terms of a
Requisition  therefor.  All income and  interest  earned on amounts  held in the
Equity Investment  Account shall be transferred to the Bond Interest  Subaccount
of the Capitalized Interest Account.

         Section 5.03 Disposition of Excess Bond Proceeds. The completion of the
Applicable  Projects and payment of all Costs of the Projects payable out of the
Project  Fund  (except  for  amounts,  if any,  to be retained by the Trustee as
provided  under the Lease for the payment of Costs of the  Projects not then due
and  payable)  shall  be  evidenced  by  the  filing  with  the  Trustee  of the
certificate  of an  Authorized  Representative  of the  Company  required by the
Agency and Development  Agreement.  As soon as practicable after the filing with
the Trustee of such  certificate,  any  balance  remaining  in the Project  Fund
(other than the amounts  retained by the Trustee as described  in the  preceding
sentence)  shall be transferred  to the Excess Bond Proceeds  Account within the
Bond Fund and applied as provided in Section 5.04.

         SECTION 5.04. Bond Fund

                  (a)      Revenues to be Paid Over to the Trustee.

                           All Rent  Payments  received by the Trustee  shall be
paid directly to the Agent to be applied pursuant to the terms of the
Reimbursement  Agreement.  The Issuer,  the Company,  and the Agent have entered
into the Payment Direction  Agreement which provides,  among other things,  that
the Company will make all Rent Payments to the Agent, in its fiduciary  capacity
as agent for the Issuer. Rent Payments are not to be paid to the Trustee and are
not to be deposited in the Bond Fund,  and the Trustee shall not be  responsible
for the receipt, collection or disposition of Rent Payments.

                  (b)  Creation  of Bond  Fund and  Accounts.  There  is  hereby
established with the Trustee a trust fund designated as the "Bond Fund",  within
which there shall be  established  a Letter of Credit Debt  Service  Account,  a
Letter of Credit Purchase Account, a Remarketing  Proceeds Purchase Account,  an
Excess Bond Proceeds Account and a Special Redemption  Account.  All moneys (and
only those moneys)  received by the Trustee from  drawings  under the Letters of
Credit to pay principal of, premium,  if any, on and interest on the Bonds shall
be deposited  in the Letter of Credit Debt  Service  Account and applied to such
purpose as provided in Section 5.04(c)(i) below.
<PAGE>
                  (c) Application of Bond Fund. Except as otherwise  provided in
Section 7.06, moneys in the Bond Fund shall be applied as follows:

                           (i)  Moneys  in the  Letter of  Credit  Debt  Service
Account  shall be applied to the payment when due of principal of,  premium,  if
any, on and interest on the Bonds.

                           (ii) Moneys in the Letter of Credit Purchase  Account
shall be applied to the payment of the purchase of Bonds pursuant to Article IV.

                           (iii)  Moneys in the  Remarketing  Proceeds  Purchase
Account  shall be applied to the payment of the  purchase  of Bonds  pursuant to
Article IV.

                           (iv)  Available  moneys  in  the  Special  Redemption
Account  shall be  applied to the  redemption  of Bonds in the case of a Special
Redemption.

                           (v)   Notwithstanding   anything   to  the   contrary
contained herein, the Trustee shall, on the Final Project Completion Date, apply
the following  amounts in the Bond Fund to the redemption of Bonds in accordance
with  Article  III;  provided,  however,  that in the event  that the  following
amounts shall total, in the aggregate,  less than $100,000, all of the following
amounts shall be transferred to the Agent, for the credit of the Company, to the
payment of the first Rent Payments thereafter to become due under the Lease:

                                    (A) All moneys which are  transferred to the
Excess Bond Proceeds Account within the Bond Fund from the Project Fund
pursuant to Section 5.03;

                                    (B) All moneys which are  transferred to the
Excess Bond Proceeds Account within the Bond Fund from the Capitalized
Interest Account pursuant to Section 5.02A;

                                    (C) All moneys which are  transferred to the
Excess Bond Proceeds Account within the Bond Fund from the Capitalized
Interest Reserve Account pursuant to Section 5.02B; and

                                    (D) All  investment  earnings  on amounts on
deposit in the Bond Fund.

                  (d) Drawings on Letters of Credit.  Prior to 12:00 noon on the
Business Day  immediately  preceding  each  Interest  Payment  Date  (commencing
January 5, 1998),  each mandatory  sinking fund  redemption date or acceleration
date and the maturity date of the Bonds, the Trustee shall present the requisite
draft and  certificate  for a drawing  on the  Letters of Credit so as to comply
with  the  provisions  of the  Letters  of  Credit  for  payment  to be  made in
sufficient  time for the Trustee to receive the  proceeds of such  drawing at or
before 10:00 a.m. on such  Interest  Payment Date,  redemption  date or maturity
date, as the case may be, to pay  principal or redemption  price of and interest
on the Bonds due on such  date.  In  addition,  the  Trustee  shall  draw on the
Letters of Credit pursuant to their  respective  terms in accordance with and in
order to satisfy the  requirements of Section 7.03. By 5:00 p.m. on each date it
presents the  requisite  documents  for a drawing on the Letters of Credit,  the
Trustee  shall give notice to the Company by  telephone,  promptly  confirmed in
writing,  of the amount to be so drawn.  The Trustee shall  promptly  notify the
<PAGE>
Company  by oral or  telephonic  communication  confirmed  in  writing if the LC
Issuers fail to transfer funds in accordance with the Letters of Credit upon the
presentment of the requisite drafts and certificates.  In calculating the amount
to be drawn on the  Letters  of  Credit  for the  payment  of  principal  of and
interest on the Bonds,  whether on an Interest Payment Date, at maturity or upon
redemption  or  acceleration,  the  Trustee  shall  not take  into  account  the
potential  receipt of funds from the  Company  under the Lease on such  Interest
Payment Date,  or the existence of any other moneys in the Bond Fund,  but shall
draw on the  Letters of Credit for the full  amount of  principal  and  interest
coming due on the Bonds.

                  (e)  Payment  in Full.  Whenever  the  amount in the Bond Fund
available  for the payment of principal or  redemption  price or and interest on
the Bonds in accordance with  Subsection  5.04(c) is sufficient to redeem all of
the outstanding  Bonds and to pay interest  accrued to the redemption  date, the
Issuer will,  upon request of the Company,  cause the Trustee to redeem all such
Bonds on the redemption date specified by the Company  pursuant to the Bonds and
the Indenture.  Any amounts  remaining in the Bond Fund after payment in full of
the  principal of and premium,  if any, and interest on the Bonds (or  provision
for payment  thereof)  and the fees,  charges and expenses of the Issuer and the
Trustee shall be paid to the person entitled  thereto in accordance with Section
10.01.

                  (f) Credits.  If at any time the Trustee has funds,  including
funds received pursuant to the Letters of Credit,  which under the provisions of
this Indenture are to be applied to pay the principal of, premium, if any, on or
interest on the Bonds,  the Company,  to the extent that such funds are to be so
applied,  shall be  entitled  to a credit,  equal to the  amount of such  funds,
against  payments  due from the Company  under the Lease;  provided  that,  with
respect to funds  received  pursuant  to one or more  drawings on the Letters of
Credit, the LC Issuers have been reimbursed therefor.

         SECTION 5.05. Investment of Bond Fund and Project Fund

                  (a) All moneys  received by the Trustee  under this  Indenture
shall be deposited with the Trustee or in accounts maintained solely in the name
of the Trustee with another  financial  institution or institutions,  subject to
the provisions of the Fund Account Security Agreement,  until or unless invested
or deposited as provided in this Section. All deposits with the Trustee (whether
original  deposits or deposits or redeposits in time accounts)  shall be secured
as required by applicable law for such trust deposits.

                  (b)  Moneys in the Bond Fund  (except  moneys in the Letter of
Credit Debt Service Account and except any moneys representing  principal of, or
premium,  if any, or interest on, any Bonds which are deemed paid under  Section
10.02) and the Project Fund shall be invested and  reinvested  by the Trustee in
Qualified  Investments at the written direction of an Authorized  Representative
of the Company.  Except as otherwise provided in Section 10.02, moneys deposited
in the Letter of Credit  Debt  Service  Account,  the Letter of Credit  Purchase
Account or the Remarketing  Proceeds  Purchase Account shall not be invested but
shall be held in their  respective  accounts  pending  application  pursuant  to
Section 5.04 or Article IV, as applicable.  Moneys in the Bond Fund representing
principal  of, or premium,  if any,  or interest  on, any Bonds which are deemed
paid under  Section  10.02 shall be invested  only if and as provided in Section
10.02.

                  (c) Investments pursuant to this Section of moneys in the Bond
Fund shall mature or be redeemable at the times and in the amounts  necessary to
provide moneys to pay Debt Service as it becomes due on Interest  Payment Dates,
<PAGE>
at stated maturity or by redemption, or to reimburse the LC Issuers when due for
drawings on the Letters of Credit  applied to make Debt  Service  payments.  The
Trustee  shall sell or redeem  investments  credited to the Bond Fund to produce
sufficient  moneys available  hereunder at the times required for the purpose of
paying Debt Service (or  reimbursing  the LC Issuers for drawings on the Letters
of Credit therefor) when due as aforesaid, and shall do so without necessity for
any order by or on behalf of the Issuer or the Company  and without  restriction
by reason of any order.  Each  investment  of moneys in the  Project  Fund shall
mature  or be  redeemable  by the  Trustee  at such  time as may be  foreseeably
necessary to make payments from the Project Fund. The Trustee  shall,  from time
to time, sell  investments in the Project Fund or the Bond Fund made pursuant to
this Section and, at the written  direction of an Authorized  Representative  of
the Company,  reinvest the proceeds therefrom in Qualified  Investments maturing
or redeemable as aforesaid.

                  (d) Any  investment  of moneys in any Fund  established  under
this Indenture may be purchased from or through,  or sold to, the Trustee or any
affiliate of the Trustee;  and any such  investment made through the purchase of
shares  in a fund  described  in clause  (a),  (b) or (e) of the  definition  of
Qualified  Investments  may be in a fund which is advised or administered by the
Trustee or any affiliate of the Trustee (for which  services the Trustee or such
affiliate, as the case may be, may receive a fee).

                  (e) An investment  made from moneys  credited to the Bond Fund
shall  constitute  part of that Fund and an investment made from moneys credited
to any Account within the Project Fund and subsequently  transferred to the Bond
Interest Subaccount of the Capitalized Interest Account therein shall constitute
part of the Capitalized Interest Account therein, and each respective Fund shall
be  credited  with all  proceeds of sale and income  from  investment  of moneys
credited  thereto.  For purposes of this Indenture,  those  investments shall be
valued at cost.

                  (f) If the Company shall not give directions as to investments
of moneys  held by the Trustee in the  Project  Fund or the Bond Fund,  or if an
Event of Default has occurred and is  continuing  hereunder,  the Trustee  shall
make such investments in Qualified  Investments as described in this Section and
as permitted  under  applicable law as it deems  advisable;  provided that in no
event shall it invest in securities  issued by or obligations  of, or guaranteed
by, the Issuer, the Company or any Affiliate.

                  (g)  Notwithstanding  any other  provisions  contained in this
Section 5.05 or elsewhere in this  Indenture,  the Trustee is hereby  authorized
and directed to enter into the Funds Investment Agreement,  dated as of November
1, 1997, among the Company, the Trustee and Wachovia Bank, N.A., in its capacity
as depository of the moneys described therein, and the compliance by the Trustee
with the terms and provisions  thereof shall  constitute  full compliance by the
Trustee with the terms and provisions of this Indenture  relating to the deposit
and investment of the various Funds and Account established hereunder.

         SECTION 5.06. Moneys to be Held in Trust

                  (a) Revenues and  investments  thereof in the Bond Fund (other
than the Excess Bond Proceeds Account therein) shall,  until applied as provided
in this Indenture,  be held by the Trustee for the benefit of the Holders of all
outstanding Bonds, in the order of priority set forth in the granting clauses of
this Indenture,  except that any portion of the Revenues representing  principal
<PAGE>
of, and  premium,  if any, and interest on, any Bonds which have matured or been
called for  redemption  in  accordance  with Article III or which are  otherwise
deemed paid under Section 10.02, shall be held for the benefit of the Holders of
such Bonds only.

                  (b)  Revenues and  investments  thereof in all Accounts in the
Project Fund and the Excess Bond Proceeds Account in the Bond Fund shall,  until
applied as provided in this Indenture, be held by the Trustee for the benefit of
the Agent in the order of  priority  set forth in the  granting  clauses of this
Indenture.

         Section 5.07. Nonpresentment of Bonds. In the event that any Bond shall
not be presented for payment when the principal  thereof becomes due in whole or
in part,  either at stated  maturity or by redemption or  acceleration  prior to
maturity or a check or draft for  interest is  uncashed,  all  liability  of the
Issuer to that Holder for such Bond or such check or draft thereupon shall cease
and be  discharged  completely;  provided  that  moneys  sufficient  to pay  the
principal  and  accrued  interest  then due of that Bond or such  check or draft
shall have been made  available  to the  Trustee  for the benefit of its Holder.
Thereupon,  it shall be the duty of the Trustee to hold those moneys  subject to
the provisions of Section 10.03.

         SECTION 5.08. Letter of Credit

                  (a)  Expiration.  The Letters of Credit may provide  that they
expire upon the earliest to occur of (i) the Expiration Date, (ii) the date when
the Trustee surrenders the Letters of Credit to the LC Issuers for cancellation,
(iii) the date on which the LC Issuers receive a certificate from the Trustee to
the effect that there are no outstanding  Bonds or that the Trustee has accepted
an  Alternate  Letter  of  Credit,  (iv)  the date on which  the  final  drawing
available under the Letters of Credit is honored by the LC Issuers,  or (v) five
(5) Business  Days after the date upon which the Trustee  receives a notice from
the Agent stating that an event of default has occurred under the  Reimbursement
Agreement and directing the Trustee to call the Bonds for mandatory  purchase or
to declare the principal of the Bonds to be immediately due and payable.

                  (b) Extension or  Replacement in  Anticipation  of Expiration.
Not later than the Interest  Payment Date next preceding the Expiration  Date of
the current  Letters of Credit or, if earlier,  the 30th day next preceding such
Expiration  Date, the Company may provide for the delivery to the Trustee of (1)
an  amendment to the Letters of Credit which  extends the  Expiration  Date to a
date that is not earlier than six months from its then current  Expiration  Date
and that follows an Interest Payment Date by not less than two Business Days and
not more than 15 calendar  days or (2)  Alternate  Letters of Credit issued by a
national  banking  association,  a bank,  a trust  company  or  other  financial
institution or credit provider, which shall have terms which are the same in all
material  respects  (except  Expiration Date and except any changes  pursuant to
this Indenture with respect to interest or premium coverage in connection with a
concurrent  interest rate reset or conversion) as the current  Letters of Credit
and which shall have an  Expiration  Date that is not earlier than one year from
the Expiration  Date of the Letters of Credit then in effect and that follows an
Interest  Payment Date by not less than two  Business  Days and not more than 15
calendar  days.  The Company shall be deemed to have provided for such amendment
extending the Letters of Credit or for such  Alternate  Letters of Credit if the
Company  shall  have  delivered  to the  Trustee,  in form  satisfactory  to the
Trustee,  a  commitment  from the LC Issuers  or the  proposed  provider  of the
Alternate  Letters of Credit to deliver such  amendment or Alternate  Letters of
Credit  on or before  the  Interest  Payment  Date next  preceding  the  current
<PAGE>
Expiration  Date of the Letters of Credit;  provided  that if such  amendment or
Alternate  Letters of Credit are not  delivered to the Trustee on or before such
Interest  Payment  Date,  an Event of Default  shall be deemed to have  occurred
under  Subsection  7.01(h).  Any such  amended  Letters  of Credit or  Alternate
Letters of Credit  shall  provide for  drawings to pay up to (i) while the Bonds
are  in the  Weekly  Mode,  an  amount  equal  to the  principal  amount  of the
outstanding  Bonds,  plus 43 days interest thereon computed at the Maximum Rate,
and (ii) from and after the  Conversion  Date,  an amount equal to the principal
amount  of  the  outstanding  Bonds,  plus  210  days  interest  thereon  at the
applicable  Term Rate  based on a 360-day  year.  The  institution  issuing  the
Alternate  Letters of Credit  must be such as to  maintain a rating on the Bonds
equal to or higher than the then current rating on the Bonds given by the Rating
Agencies,  and the  Trustee  shall have  received no later than 45 days (or such
shorter  period as shall be  acceptable  to the  Trustee)  prior to the Interest
Payment Date next preceding the Expiration  Date written notice from each Rating
Agency  then  rating the Bonds that the  issuance  of the  Alternate  Letters of
Credit and  substitution  thereof  for the then  current  Letters of Credit will
result in a rating on the Bonds equal to or higher than the then current  rating
on the Bonds.  The Trustee  shall not accept  Alternate  Letters of Credit under
this Subsection unless there shall have been delivered to the Trustee an opinion
of  counsel  to the  Agent  satisfactory  to the  Trustee  with  respect  to the
validity, binding effect and enforceability of such Alternate Letters of Credit.
If the  Letters  of Credit are so  extended  or if  Alternate  Letters of Credit
complying  with  the  requirements  of  this  Subsection  are so  provided,  the
mandatory purchase pursuant to Section  4.02(a)(ii) shall not occur.  Unless all
of the  conditions of this  Subsection  which are required to be met 45 days (or
such  shorter  period  as shall be  acceptable  to the  Trustee)  preceding  the
Interest  Payment  Date next  preceding  the  Expiration  Date of the Letters of
Credit have been satisfied,  the Trustee shall take all action necessary to call
the Bonds for mandatory purchase pursuant to Section 4.02(a)(ii) on the Interest
Payment Date next preceding such Expiration  Date;  provided that if the Company
shall have  notified  the  Trustee  in  writing  that it expects to meet all the
conditions  for the delivery of an amendment  extending the existing  Letters of
Credit, or the delivery of Alternate Letters of Credit from a bank identified in
such notice, meeting all of the requirements of this Subsection on or before the
Interest Payment Date next preceding the Expiration Date of the existing Letters
of Credit, then the notice of mandatory purchase pursuant to Section 4.02(a)(ii)
shall state that it is subject to rescission, and the Trustee shall rescind such
notice,  if such conditions are so met (in which case such mandatory  redemption
or mandatory  purchase shall not occur).  The provisions of this Subsection with
respect to the substitution of Alternate Letters of Credit in the event that the
Expiration  Date of the Letters of Credit is not extended shall apply equally to
the  substitution  of any  Alternate  Letters  of Credit  in the event  that the
Expiration Date of an existing Alternate Letter of Credit is not extended.

                  (c) Other  Replacement.  The delivery of Alternate  Letters of
Credit in  anticipation  of the expiration of current Letters of Credit shall be
governed by  Subsection  5.08(b).  Otherwise,  if at any time the Company  shall
provide for the delivery to the Trustee of (1) Alternate Letters of Credit which
shall  have  terms  which are the same in all  material  respects  (except as to
Expiration  Date and except any changes  pursuant to this Indenture with respect
to interest or premium  coverage in connection  with a concurrent  interest rate
reset or  conversion)  as the  current  Letters of Credit,  which  shall have an
Expiration  Date that is not less than one year from the date of their  delivery
and not sooner than the Expiration Date of the current Letters of Credit then in
effect and that  follows an Interest  Payment Date by not less than two Business
<PAGE>
Days and not more than 15 calendar  days and which shall be issued by a national
banking association,  a bank, a trust company or other financial  institution or
credit provider  satisfying the requirements of Subsection  5.08(b),  and (2) an
opinion of counsel to the  proposed  issuer  satisfactory  to the  Trustee  with
respect to the validity,  binding  effect and  enforceability  of such Alternate
Letters of Credit, and if the requirements set forth in this Subsection are met,
then the Trustee  shall  accept such  Alternate  Letters of Credit and  promptly
surrender for  cancellation  the previously held Letters of Credit to the issuer
thereof in  accordance  with the terms of such Letters of Credit.  Any Alternate
Letters of Credit  shall  provide for  drawings to pay up to (i) while the Bonds
are  in the  Weekly  Mode,  an  amount  equal  to the  principal  amount  of the
outstanding  Bonds,  plus 43 days interest  thereon computed at the Maximum Rate
based on a 365-day  year,  and (ii)  while the  Bonds are in the Term  Mode,  an
amount equal to the principal  amount of the  outstanding  Bonds,  plus 210 days
interest  thereon at the Term Rate  based on a 360-day  year.  The  institutions
issuing the Alternate  Letters of Credit must be such as to maintain a rating on
the Bonds equal to or higher than the then current  rating on the Bonds given by
the Rating  Agencies.  The replacement of the Letters of Credit by the Alternate
Letters of Credit must not, by itself,  adversely  affect the current  rating or
ratings  on the  Bonds,  and the  absence  of such an  adverse  effect  shall be
evidenced  in  writing  by the  Rating  Agencies  to the  Trustee  prior to such
replacement.

                  (d) Notice to Holders. While the Bonds are in the Weekly Mode,
the Trustee shall give notice to the Holders,  in the name of the Issuer, of the
proposed  replacement of the current Letters of Credit with Alternate Letters of
Credit,  which notice shall specify (i) the proposed  replacement  date and (ii)
the last dates prior to such proposed  replacement  on which  Bondholder  Tender
Notices must be delivered and Bonds must be delivered (if not held in book-entry
form) for the  purchase of Bonds  pursuant to Section  4.01 and the places where
such  Bondholder  Tender  Notices and Bonds must be delivered for such purchase.
Such notice shall be given by first class mail,  postage prepaid,  not less than
30  days  prior  to the  Interest  Payment  Date  next  preceding  the  proposed
replacement date.

                  (e) Reduction.  In each case that Bonds are redeemed or deemed
to have been paid pursuant to Section 10.01,  the Trustee shall take such action
as may be permitted  under the Letters of Credit to reduce the amount  available
thereunder to an amount equal to the principal amount of the outstanding  Bonds,
plus (i) while  the  Bonds are in the  Weekly  Mode,  43 days  interest  on such
principal  amount computed at the Maximum Rate based on a 365-day year, and (ii)
while the Bonds are in the Term Mode, 210 days interest on such principal amount
computed  at a rate not less than the  applicable  Term Rate  based on a 360-day
year;  provided  that such  action by the  Trustee  shall not be required if the
Letters of Credit so reduce automatically pursuant to their terms.

                  (f)  Substitution  by  Agent.  Upon  reduction  of the  amount
available  under the  Letters of Credit  pursuant to the terms of the Letters of
Credit and Subsection 5.08(e) as a result of redemption of Bonds, the LC Issuers
shall have the  right,  at their  option,  to require  the  Trustee to  promptly
surrender the  outstanding  Letters of Credit to the LC Issuers and to accept in
substitution  therefor  substitute Letters of Credit in the same form, dated the
date of such substitution, for an amount equal to the amount available under the
Letters of Credit as so reduced,  but  otherwise  having terms  identical to the
then outstanding Letters of Credit.
<PAGE>
                  (g) Other Credit Enhancement;  No Credit Enhancement.  After a
mandatory  purchase  of the Bonds  pursuant  to  Section  4.02(a)(ii)  or (iii),
nothing in this Section shall limit the Company's  right to provide other credit
enhancement  (such as a letter of credit not  meeting the  requirements  of this
Section or bond  insurance) or no credit  enhancement as security for the Bonds;
provided that any such credit enhancement shall have  administrative  provisions
reasonably satisfactory to the Trustee.

         Section 5.09.  Opening of Funds and Accounts.  The Trustee shall not be
obligated to open or maintain  any fund or account  hereunder if at such time no
moneys are on deposit or to be deposited therein.

                               (End of Article V)


<PAGE>
                                   ARTICLE VI

                         COVENANTS AND REPRESENTATIONS
                                   OF ISSUER


         Section 6.01. Payment of Principal,  Premium, if any, and Interest. The
Issuer covenants that it will promptly pay or cause to be paid the principal of,
and premium,  if any, and interest on every Bond issued under this  Indenture at
the place,  on the dates,  and in the manner  provided  herein and in said Bonds
according  to the true intent and meaning  thereof,  but solely from the amounts
pledged  therefor  which are from time to time held by the  Trustee  in the Bond
Fund.  The  principal  of, and  premium,  if any,  and interest on the Bonds are
payable  from the amounts to be paid under the Lease and  otherwise  as provided
herein and in the Lease,  which amounts are hereby  specifically  pledged to the
payment thereof in the manner and to the extent herein specified, and nothing in
the Bonds or in this Indenture shall be construed as pledging any other funds or
assets of the  Issuer.  The  Issuer  shall  not in any  event be liable  for the
payment of the principal of, or premium, if any, or interest on any of the Bonds
or for the performance of any pledge,  obligation or agreement undertaken by the
Issuer  except to the extent  that the  moneys  pledged  herein  are  sufficient
therefor.

         Section  6.02. No Further  Assignment of Revenues.  The Issuer will not
assign the Revenues or create any debt, lien or charge  thereon,  other than the
assignment  thereof under this  Indenture and the  assignment to the Agent under
the Mortgages, the Assignments of Rents and the Master Assignment.

         Section 6.03.  Recording and Filing. The Company has agreed pursuant to
the Lease that it will cause all financing  statements related to this Indenture
and all  supplements  hereto to be recorded and filed in such manner and in such
places  as may from time to time be  required  by law in order to  preserve  and
protect  fully the  security  of the  Holders of the Bonds and the Agent and the
rights of the  Trustee  hereunder,  and to take or cause to be taken any and all
other  action  necessary  to  perfect  the  security  interest  created  by this
Indenture. The Trustee shall be entitled to rely conclusively upon an opinion of
counsel reasonably satisfactory to it as to any of the matters set forth in this
Section 6.03.

         SECTION 6.04. [Intentionally Omitted]

         Section  6.05.  Further  Assurances.  Except  to the  extent  otherwise
provided in this  Indenture,  the Issuer shall,  from time to time,  execute and
deliver such further instruments and take such further action as the Trustee may
reasonably require to carry out the purposes of this Indenture.

         Section 6.06. Observance and Performance of Agreements. The Issuer will
observe and perform  faithfully at all times covenants,  agreements,  authority,
actions,  undertakings,  stipulations and provisions to be observed or performed
on its part  under  the  Lease,  this  Indenture  and the  Bonds,  and under all
proceedings of the Issuer pertaining thereto.

         Section 6.07. Representations and Warranties. The Issuer represents and
warrants that:and Warranties

                  (a) It is duly  authorized to issue the Bonds,  to execute and
deliver this  Indenture and the Lease and to provide the security for payment of
the Debt Service in the manner and to the extent set forth in this Indenture.
<PAGE>

                  (b) All actions  required on its part to be performed  for the
issuance,  sale and delivery of the Bonds and for the  execution and delivery of
this Indenture and the Lease have been or will be taken duly and effectively.

                  (c) The Bonds will be valid and binding limited obligations of
the Issuer according to their terms.

                               (End of Article VI)


<PAGE>
                                   ARTICLE VII

DEFAULT AND REMEDIES


         Section 7.01. Defaults; Events of Default. The occurrence of any of the
following  events is defined as and declared to be and to constitute an Event of
Default hereunder:

                  (a) Failure to pay the principal of or any premium on any Bond
when such  principal or premium shall become due and payable,  whether at stated
maturity, by redemption, by acceleration or otherwise;

                  (b)      Failure to pay any interest on any Bond when due;

                  (c) Failure to pay the purchase price due to the Holder of any
Bond who has tendered  such Bond for  purchase  pursuant to Article IV when such
purchase price shall have become due and payable;

                  (d)  Failure by the  Issuer to  observe  or perform  any other
covenant,  agreement or  obligation  on its part to be observed or performed and
which is contained in this  Indenture or in the Bonds,  which failure shall have
continued  for a period  of 90 days  after  written  notice,  by  registered  or
certified mail, to the Issuer,  the Agent and the Company specifying the failure
and requiring  that it be remedied,  which notice may be given by the Trustee in
its discretion  and shall be given by the Trustee at the written  request of the
Holders of not less than 25% in aggregate principal amount of Bonds outstanding;

                  (e) The occurrence  and  continuance of an Event of Default as
defined in Section 17.1 of the Lease;

                  (f) Receipt by the Trustee of a written  notice from the Agent
stating that an Event of Default has occurred under the Reimbursement  Agreement
and directing the Trustee to call the Bonds for mandatory purchase or to declare
the principal of the outstanding Bonds immediately due and payable;

                  (g) Receipt by the Trustee of a written notice from the Agent,
prior to the sixth day (or,  if such sixth day is not a Business  Day,  the next
preceding  Business  Day)  following  payment  of a drawing  under any Letter of
Credit for interest on Bonds which remain  outstanding  after the application of
the  proceeds of such  drawing,  stating  that such Letter of Credit will not be
reinstated with respect to such interest;

                  (h) Failure by the Company to cause an amendment extending the
Expiration Date of the current Letters of Credit or Alternate  Letters of Credit
to be delivered to the Trustee  pursuant to Subsection  5.08(b) on or before the
Interest Payment Date next preceding such Expiration Date, unless the Bonds have
been called for  mandatory  redemption  or mandatory  purchase on such  Interest
Payment Date pursuant to Section 4.02(a)(ii);

                  (i) The occurrence of an Act of Bankruptcy of an LC Issuer; or

                  (j) The  Issuer  becomes  insolvent  or  fails,  or  admits in
writing its inability,  to pay its debts as they mature or applies for, consents
to, or acquiesces in the appointment of a trustee, receiver or custodian for the
Issuer  or a  substantial  part  of its  property;  or in the  absence  of  such
application,  consent or  acquiescence,  a trustee,  receiver  or  custodian  is
<PAGE>
appointed  for the  Issuer  or a  substantial  part of its  property  and is not
discharged  within  sixty (60) days;  or any  bankruptcy,  reorganization,  debt
arrangement, moratorium or any case or proceeding under bankruptcy or insolvency
law, or any  dissolution  or  liquidation  proceeding,  is  instituted by or, if
permitted by law, against the Issuer and, if instituted  against the Issuer,  is
consented to or  acquiesced  in by the Issuer or is not  dismissed  within sixty
(60) days,  or if an "order for  relief" is entered at any time in any such case
under the Bankruptcy Code.

         The term "default" or "failure" as used in this Article means a default
or  failure  by  the  Issuer  in the  observance  or  performance  of any of the
covenants,  agreements  or  obligations  on its part to be observed or performed
contained  in this  Indenture  or in the Bonds or a default  or  failure  by the
Company under the Lease,  exclusive of any period of grace or notice required to
constitute an Event of Default as provided above or in the Lease.

                  Section 7.02. Notice of Default.  If an Event of Default shall
occur, the Trustee shall give written notice of the Event of Default (other than
an Event of  Default  described  in  Section  7.01(j),  as to which no notice is
required) to the Issuer,  the  Company,  the Agent,  the Indexing  Agent and the
Remarketing  Agent  within  five (5) days  after  the  Trustee  acquires  actual
knowledge  of the Event of Default.  If an Event of Default  occurs of which the
Trustee has notice  pursuant to this  Indenture,  the Trustee shall give written
notice  thereof,  within 30 days  after the  Trustee's  receipt of notice of its
occurrence,  to the Holders of all Bonds outstanding as shown by the Register at
the close of business 15 days prior to the mailing of that notice; provided that
except  in the case of a  default  in the  payment  of the  principal  of or any
premium or  interest on any Bond or the  purchase  price of Bonds  tendered  for
purchase  pursuant to Section  4.01 or 4.02,  the Trustee  shall be protected in
withholding  such notice if and so long as the Trustee in good faith  determines
that the  withholding  of notice to the Holders is in the best  interests of the
Holders.

                  SECTION 7.03. Acceleration

                  (a)  Upon  the  occurrence  of  any  Event  of  Default  under
Subsection 7.01(d), (e) or (f), the Trustee shall, upon the written direction of
the  Agent,  declare,  by a notice in  writing  delivered  to the Issuer and the
Company,  the  principal of all Bonds  outstanding  (if not then already due and
payable),  together  with  interest  accrued  thereon,  to be  due  and  payable
immediately;  provided that, if the Bonds are in the Weekly Mode, the Agent may,
at its option, but subject to the following provisions of this paragraph, direct
the Trustee in writing to call (in which case the Trustee  shall call) the Bonds
for  mandatory  purchase  pursuant  to Section  4.02(a)(iii)  on a Business  Day
stipulated  by the  Agent in such  direction,  which  Business  Day shall not be
earlier than 5 Business  Days (or such shorter  period as shall be acceptable to
the Trustee) after the date the Trustee receives such direction. Irrespective of
whether an Event of Default has occurred under Section  7.01(d),  (e) or (f) for
which  the Agent  has  directed  the  Trustee  to call the  Bonds for  mandatory
purchase, upon the occurrence of an Event of Default under Subsection 7.01(g) or
(h), the Trustee  shall,  and upon the  occurrence  of an Event of Default under
Subsection  7.01(a),  (b), (c) or (i) the Trustee may,  declare the principal of
all Bonds  outstanding  (if not then  already due and  payable) of the Series of
Bonds to which such Event of Default pertains, and the interest accrued thereon,
to be due and payable  immediately,  such  declaration to be made by a notice in
writing  delivered  to  the  Issuer,  the  Holder  and  the  Company.  Upon  any
declaration  that the principal of and interest on the Bonds are due and payable
immediately,  such  principal  and interest  shall become and be due and payable
immediately.
<PAGE>
                  (b)  Written  notice  of any such  declaration  shall be given
concurrently  to the Agent,  the Indexing Agent and the Remarketing  Agent.  The
Trustee  immediately upon such declaration shall give notice thereof in the same
manner as  provided in Section  3.04 with  respect to  redemption  of the Bonds,
except  that  there  shall be no minimum  period of notice  prior to the date of
payment.  Such notice shall  specify the date on which  payment of principal and
interest shall be tendered to the Holders of the Bonds.

                  (c) Upon any such declaration hereunder, the Trustee shall (i)
immediately  draw upon the Letters of Credit to the full extent permitted by the
terms  thereof  (such drawing to provide for payment by the LC Issuers to be due
at the earliest  time which the Trustee may require  under the Letters of Credit
and in no case later than the Business Day following the date of  declaration of
acceleration and to include amounts in respect of interest accruing on the Bonds
through  the date  payment  of such  drawing  by the LC Issuers is due) and (ii)
immediately  exercise  such rights as it may have under the Lease to declare all
payments  thereunder  to be  immediately  due and  payable.  Upon receipt by the
Trustee  of  payment  of the full  amount  drawn on the  Letters  of Credit  and
provided  sufficient  moneys are  available  in the Bond Fund to pay pursuant to
Section 5.04 all sums due on the Bonds, (A) interest on the Bonds shall cease to
accrue as  provided in Section  10.03 and (B) the Agent shall  succeed to and be
subrogated  to the right,  title and  interest of the Trustee and the Holders in
and to all funds held under this  Indenture  (except  any funds held in the Bond
Fund or any account with respect to  Undelivered  Bonds which are identified for
the payment of the Bonds or of the purchase price of Undelivered  Bonds) and any
other security held for the payment of the Bonds, all of which,  upon payment of
any fees and  expenses  due and payable to the Trustee  pursuant to the Lease or
this Indenture, shall be assigned by the Trustee to the Agent.

                  (d) If, after the  principal of the Bonds has been so declared
to be due and  payable,  all arrears of  principal  of and interest on the Bonds
outstanding  are paid in full,  and the Issuer and the Company  also perform all
other  things  in  respect  of which  either  of them may have  been in  default
hereunder,  under  the Lease or under the  Reimbursement  Agreement  and pay the
reasonable  charges  of  the  Trustee  and  the  Holders,  including  reasonable
attorney's  fees,  then, and in every such case, the Trustee or the Holders of a
majority in  principal  amount of the Bonds then  outstanding,  by notice to the
Issuer and the Company (and to the Holders or the Trustee,  as the case may be),
may annul such  declaration  and its  consequences,  and such annulment shall be
binding  upon the  Trustee  and all  Holders;  provided  that there  shall be no
annulment of any declaration  resulting from (i) any Event of Default  specified
in Subsection 7.01(f) or (g) during the Agent Consent Period,  without the prior
written  consent of the Agent or (ii) any Event of Default which has resulted in
a drawing  under the Letters of Credit  unless the Trustee has received  written
notice from the LC Issuers that the Letters of Credit have been  reinstated  (A)
while the Bonds are in the  Weekly  Mode,  to an amount  equal to the  principal
amount of the Bonds  outstanding,  plus 43 days interest  thereon at the Maximum
Rate,  and (B) while the Bonds  are in a Term  Mode,  to an amount  equal to the
principal amount of the Bonds  outstanding,  plus 210 days interest thereon at a
rate not less than the current Term Rate. No annulment shall extend to or affect
any subsequent Event of Default or shall impair any rights consequent thereon.

                  SECTION 7.04. Other Remedies; Rights of Holders

                  (a) With or without taking action under Section 7.03, upon the
occurrence and  continuance  of an Event of Default,  the Trustee may pursue any
<PAGE>
available  remedy to enforce the payment of Debt Service or the  observance  and
performance of any other covenant, agreement or obligation under this Indenture,
the Lease,  the Letters of Credit,  the other  Security  Documents  or any other
instrument providing security, directly or indirectly, for the Bonds.

                  (b) If any Event of Default has  occurred  and is  continuing,
the Trustee in its discretion  may, and upon the written request of Holders of a
majority in principal  amount of all Bonds  outstanding and receipt of indemnity
to its satisfaction shall, in its own name:

                      (i) By mandamus,  or other suit,  action or  proceeding at
law or in equity,  enforce  all rights of the  Holders,  including  the right to
require  the Issuer to enforce  any  rights  under the Lease and to require  the
Issuer to carry out any other  provisions  of this  Indenture for the benefit of
the Holders;

                      (ii) Bring suit upon the Bonds;

                      (iii) By action or suit in equity  require  the  Issuer to
account as if it were the trustee of an express trust for the Holders; and

                      (iv) By action or suit in equity enjoin any acts or things
which may be unlawful or in violation of the rights of the Holders.

                  (c) If an Event of Default under Subsection 7.01(e) occurs and
is continuing,  the Trustee in its discretion  may, and upon the written request
of Holders of a majority in principal amount of all Bonds  outstanding or of the
Agent and receipt of indemnity to its satisfaction shall, enforce each and every
right granted to it as assignee of the Lease.

                  (d) No remedy conferred upon or reserved to the Trustee (or to
the Holders) by this  Indenture is intended to be exclusive of any other remedy.
Each remedy shall be  cumulative  and shall be in addition to every other remedy
given  hereunder  or otherwise to the Trustee or to the Holders now or hereafter
existing.

                  (e) No delay in exercising or omission to exercise any remedy,
right or power  accruing  upon any default or Event of Default shall impair that
remedy,  right or power or shall be  construed  to be a waiver of any default or
Event of Default or acquiescence  therein.  Every remedy, right and power may be
exercised from time to time and as often as may be deemed to be expedient.

                  (f) No waiver of any  default or Event of  Default  hereunder,
whether by the Trustee or by the  Holders,  shall  extend to or shall affect any
subsequent  default  or Event of Default or shall  impair any  remedy,  right or
power consequent thereon.

                  (g) As the grantee of a security interest in the Lease (except
for the Reserved Rights), the Trustee is empowered to enforce each remedy, right
and power granted to the Issuer under the Lease. In exercising any remedy, right
or power thereunder or hereunder,  the Trustee shall take any action which would
best serve the interests of the Holders in the judgment of the Trustee, applying
the standards described in Sections 8.01 and 8.02.

         Section 7.05.  Right of Holders to Direct  Proceedings.  The Holders of
majority in aggregate principal amount of Bonds Outstanding shall have the right
to direct, by an instrument or document in writing executed and delivered to the
Trustee, the method and place of conducting all remedial proceedings  hereunder;
<PAGE>
provided that (i) any direction  shall be in accordance  with the  provisions of
law and of this Indenture,  (ii) the Trustee shall be indemnified as provided in
Sections  8.01 and 8.02,  (iii) the Trustee may take any other  action  which it
deems to be proper and which is not  inconsistent  with the direction,  and (iv)
during the Agent  Consent  Period,  then the Agent  shall have the sole right to
give such direction in lieu of such Holders.

         Section 7.06. Application of Moneys. All moneys received by the Trustee
pursuant to any drawing made upon the Letters of Credit pursuant to Section 7.03
shall be applied by the  Trustee to and only to the payment of  principal  of or
premium, if any, or interest on the Bonds (other than Bonds known by the Trustee
to be Company Bonds and Pledged  Bonds).  After payment of any costs,  expenses,
liabilities and advances paid, incurred or made by the Trustee in the collection
of moneys  pursuant to any right given or action taken under the  provisions  of
this Article or the provisions of the Lease or the Letters of Credit (including,
without limitation,  reasonable attorneys' fees and expenses,  except as limited
by law or  judicial  order or  decision  entered in any action  taken under this
Article),  all moneys so received by the  Trustee,  shall be applied as follows,
subject to Sections 3.05, 5.06 and 5.07:

                  (a)  Unless  the  principal  of all of the  Bonds  shall  have
become, or shall have been declared to be, due and payable,  all of those moneys
shall be deposited in the Bond Fund and shall be applied:

                           First  -- To  the  payment  to the  Holders  entitled
                  thereto of all installments of interest then due on the Bonds,
                  in the order of the dates of maturity of the  installments  of
                  that  interest,  beginning  with the earliest date of maturity
                  and, if the amount  available is not sufficient to pay in full
                  any  particular  installment,  then  to  the  payment  thereof
                  ratably, according to the amounts due on that installment,  to
                  the Holders entitled  thereto,  without any  discrimination or
                  privilege, except as to any difference in the respective rates
                  of interest specified in the Bonds; and

                           Second  -- To the  payment  to the  Holders  entitled
                  thereto  of the  unpaid  principal  of any of the Bonds  which
                  shall have become due (other than Bonds previously  called for
                  redemption  for the payment of which moneys are held  pursuant
                  to the  provisions  of  this  Indenture),  whether  at  stated
                  maturity  or by  redemption,  in the order of their due dates,
                  beginning  with the earliest due date,  with interest on those
                  Bonds from the respective  dates upon which they became due at
                  the  rates  specified  in  those  Bonds,  and  if  the  amount
                  available  is not  sufficient  to pay in full all Bonds due on
                  any particular date, together with that interest,  then to the
                  payment thereof ratably, according to the amounts of principal
                  due on that date, to the Holders entitled thereto, without any
                  discrimination or privilege.

                  The surplus,  if any,  remaining  after the application of the
                  moneys  as  set  forth  above  shall  to  the  extent  of  any
                  unreimbursed  drawing  under the  Letters of Credit,  or other
                  obligations   owing  to  the  Agent  under  the  Reimbursement
                  Agreement,  be  paid  to  the  Agent  or the  LC  Issuers,  as
                  applicable.  Any remaining moneys shall be paid to the Company
                  or the person lawfully entitled to receive the same as a court
                  of competent jurisdiction may direct.
<PAGE>
                  (b) If the principal of all of the Bonds shall have become due
or shall have been declared to be due and payable pursuant to this Article,  all
of those moneys  shall be  deposited  into the Bond Fund and shall be applied to
the payment of the principal,  premium (if any) and interest then due and unpaid
upon the Bonds,  without  preference or priority of principal over interest,  of
interest  over  principal,  of  any  installment  of  interest  over  any  other
installment of interest, or of any Bond over any other Bond, ratably,  according
to the amounts due  respectively  for  principal  and  interest,  to the Holders
entitled  thereto,  without any  discrimination  or privilege,  except as to any
difference in the respective rates of interest specified in the Bonds.

                  (c) If the  principal  of all of the  Bonds  shall  have  been
declared to be due and payable pursuant to this Article, and if that declaration
thereafter  shall have been  rescinded  and  annulled  under the  provisions  of
Section 7.03 or 7.10, subject to the provisions of paragraph (b) of this Section
in the event that the principal of all of the Bonds shall become due and payable
later,  the moneys  shall be  deposited in the Bond Fund and shall be applied in
accordance with the provisions of Article V.

                  (d)  Whenever  moneys  are  to  be  applied  pursuant  to  the
provisions  of this  Section,  those moneys shall be applied at such times,  and
from time to time,  as the  Trustee  shall  determine,  having due regard to the
amount of moneys  available  for  application  and the  likelihood of additional
moneys becoming  available for  application in the future.  Whenever the Trustee
shall direct the  application of those moneys,  it shall fix the date upon which
the application is to be made (and with respect to acceleration  such date shall
be fixed in accordance  with Section 7.03),  and upon that date,  interest shall
cease to accrue on the  amounts of  principal,  if any, to be paid on that date,
provided the moneys are available therefor. The Trustee shall give notice of the
deposit  with it of any moneys and of the  fixing of that date,  all  consistent
with the requirements of Section 2.08 for the  establishment  of, and for giving
notice  with  respect  to, a Special  Record  Date for the  payment  of  overdue
interest. Except as otherwise provided in Section 2.13, the Trustee shall not be
required to make payment of principal of and any premium on a Bond to the Holder
thereof,  until the Bond  shall be  presented  to the  Trustee  for  appropriate
endorsement or for cancellation if it is paid fully.

         Section  7.07.  Remedies  Vested  in  Trustee.  All  rights  of  action
(including  without  limitation,  the right to file proof of claims)  under this
Indenture  or under any of the Bonds may be enforced by the Trustee  without the
possession of any of the Bonds or the  production  thereof in any trial or other
proceeding  relating thereto.  Any suit or proceeding  instituted by the Trustee
shall be brought in its name as Trustee  without  the  necessity  of joining any
Holders as plaintiffs or  defendants.  Any recovery of judgment shall be for the
benefit of the Agent and the Holders of the  outstanding  Bonds,  subject to the
provisions of this Indenture.

         SECTION 7.08. Rights and Remedies of Holders

                  (a) A Holder shall not have any right to  institute  any suit,
action or proceeding for the enforcement of this Indenture, for the execution of
any trust hereof, or for the exercise of any other remedy hereunder, unless:

                      (i)  there  has  occurred  and is  continuing  an Event of
Default of which the  Trustee  has been  notified,  as  provided  in  Subsection
8.02(f), or of which it is deemed to have notice under that Subsection,
<PAGE>
                      (ii) the  Holders  of at  least a  majority  in  aggregate
principal  amount of Bonds then  outstanding  shall have made written request to
the  Trustee  and shall have  afforded  the Trustee  reasonable  opportunity  to
proceed  to  exercise  the  remedies,  rights and  powers  granted  herein or to
institute the suit, action or proceeding in its own name, and shall have offered
indemnity to the Trustee as provided in Sections 8.01 and 8.02, and

                      (iii) the Trustee  thereafter shall have failed or refused
to exercise the remedies,  rights and powers  granted herein or to institute the
suit, action or proceeding in its own name.

                  (b) At  the  option  of the  Trustee,  such  notification  (or
notice), request, opportunity and offer of indemnity are conditions precedent in
every case,  to the  institution  of any suit,  action or  proceeding  described
above.

                  (c) No one or more  Holders  shall  have any right to  affect,
disturb or  prejudice in any manner  whatsoever  the security or benefit of this
Indenture by its or their action,  or to enforce,  except in the manner provided
herein,  any remedy,  right or power hereunder.  Any suit, action or proceedings
shall be instituted,  had and maintained in the manner  provided  herein for the
benefit of the Holders of all Bonds outstanding.  Notwithstanding  the foregoing
provisions  of this  Section  or any  other  provision  of this  Indenture,  the
obligation of the Issuer shall be absolute and  unconditional  to pay hereunder,
but solely from the Revenues and other funds pledged under this  Indenture,  the
principal or redemption  price of, and interest on, the Bonds to the  respective
Holders  thereof on the respective  due dates thereof,  and nothing herein shall
affect or impair the right of action,  which is absolute and  unconditional,  of
such Holders to enforce such payment; provided that no Holder shall have a right
to draw upon the Letters of Credit.

         Section 7.09.  Termination  of  Proceedings.  In case the Trustee shall
have proceeded to enforce any remedy, right or power under this Indenture in any
suit,  action or proceeding,  and the suit, action or proceeding shall have been
discontinued  or  abandoned  for any  reason,  or  shall  have  been  determined
adversely to the  Trustee,  the Issuer,  the Trustee,  the Agent and the Holders
shall be restored to their former positions and rights hereunder,  respectively,
and all rights, remedies and powers of the Trustee shall continue as if no suit,
action or proceeding had been taken.

         Section  7.10.  Waivers  of Events of  Default.  Except as  hereinafter
provided, at any time, in its discretion, the Trustee, but only with the express
prior consent of the Agent, may (and, upon the written request of the Holders of
a majority in aggregate principal amount of all Bonds outstanding,  shall) waive
any Event of Default  hereunder and its consequences and annul any corresponding
acceleration  of  maturity  of  principal  of the Bonds.  There  shall not be so
waived, however, any Event of Default described in Subsection 7.01(a), (b), (c),
(f), (g) or (h) nor shall any acceleration in connection  therewith be annulled,
except  with  written  consent  of the  Agent  (and,  in the case of an Event of
Default under  Subsection  7.01(g) only, with written notice from the LC Issuers
to the Trustee  that the Letters of Credit  have been  reinstated  to their full
stated  amounts) and unless at the time of that waiver or annulment  payments of
the amounts and  satisfaction of the other  conditions  provided in Section 7.03
for  annulment  have been made or provision  has been made  therefor.  No waiver
shall  extend to any  subsequent  or other  Event of Default or impair any right
consequent thereon.

         Section 7.11.  Trustee's Right to Appointment of Receiver.  The Trustee
shall be entitled as of right to the appointment of a receiver.
<PAGE>
         Section 7.12. Trustee's Obligation to Agent Upon Payment of All Amounts
Due Holders.  Once the  principal  of and  premium,  if any, and interest on all
Bonds issued  hereunder  have been paid,  or provision has been made pursuant to
Article  X for  payment  of the same  and any  purchase  price of Bonds  that is
payable  pursuant to Article IV, together with the  compensation and expenses of
the Trustee and all other sums  payable  hereunder by the Issuer or the Company,
the Trustee's sole  obligation  hereunder  shall be to assign  promptly and turn
over to the Agent, as successor, subrogee or otherwise, (i) all of the Trustee's
right, title and interest under this Indenture, (ii) all balances held hereunder
not required for the payment of the Bonds and such other  obligations  and (iii)
the Trustee's right, title and interest in, to and under the Lease.

         Section 7.13. Agent's Right to Control Proceedings. Notwithstanding any
of the provisions contained in this Indenture,  during the Agent Consent Period,
all rights and remedies granted to the Trustee under this Article VII (excepting
rights and remedies  with respect to the payment of fees,  expenses or indemnity
to the Trustee), and all elective rights of the Holders to direct the Trustee to
exercise any such rights or remedies,  shall be exercised and exercisable solely
by the Agent by written  notice to the Trustee,  the Issuer,  the Indexing Agent
and the Remarketing Agent.

                              (End of Article VII)

<PAGE>
                                  ARTICLE VIII

                 TRUSTEE, REMARKETING AGENT AND INDEXING AGENT


         SECTION 8.01. Trustee's Acceptance and Responsibilities

                  (a) The  Trustee  accepts the trusts  imposed  upon it by this
Indenture,  and agrees to observe and perform  those  trusts,  but only upon and
subject to the terms and conditions  set forth in this Article,  to all of which
the parties hereto and the Holders agree. In its capacity as Trustee  hereunder,
the  Trustee  shall  authenticate  the Bonds  and  shall act as Bond  registrar,
transfer agent, tender agent and paying agent, all as provided herein.

                  (b)  Prior  to the  occurrence  of a  default  or an  Event of
Default of which the  Trustee  has been  notified,  as  provided  in  Subsection
8.02(f),  or of which by that  Subsection  the Trustee is deemed to have notice,
and after the cure or waiver of all defaults or Events of Default which may have
occurred,

                      (i) the Trustee  undertakes  to perform  only those duties
and  obligations  which are set forth  specifically  in this  Indenture,  and no
duties or obligations shall be implied to the Trustee; and

                      (ii) in the absence of bad faith on its part,  the Trustee
may rely conclusively, 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;  but in the
case of any such  certificates  or opinions  which by any  provision  hereof are
required specifically 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.

                  (c) In case a default or an Event of Default has  occurred and
is continuing hereunder (of which the Trustee has been notified, or is deemed to
have notice), the Trustee shall exercise those rights and powers vested in it by
this Indenture and shall use the same degree of care and skill in their exercise
as a prudent Person would exercise or use under the circumstances in the conduct
of its own affairs.

                  (d) No  provision  of this  Indenture  shall be  construed  to
relieve the Trustee from liability for its own grossly negligent action, its own
grossly negligent failure to act, or its own willful misconduct, except that

                      (i) this  Subsection  shall not be construed to affect the
limitation  of the  Trustee's  duties and  obligations  provided  in  Subsection
8.01(b)(i)  or the Trustee's  right to rely on the truth of  statements  and the
correctness of opinions as provided in Subsection 8.01(b)(ii);

                      (ii) the  Trustee  shall  not be  liable  for any error of
judgment  made in good  faith  by any one of its  officers,  unless  it shall be
established that the Trustee was grossly negligent in ascertaining the pertinent
facts;
<PAGE>
                      (iii) the Trustee  shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in  accordance  with the
direction of the Holders of not less than a majority in principal  amount of the
Bonds then outstanding  relating to the time, method and place of conducting any
proceeding for any remedy  available to the Trustee,  or exercising any trust or
power conferred upon the Trustee, under this Indenture; and

                      (iv) no  provision  of this  Indenture  shall  require the
Trustee  to  expend  or risk its own  funds or  otherwise  incur  any  financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing
that  repayment  of such  funds  or  adequate  indemnity  against  such  risk or
liability is not reasonably  assured to it; provided that this clause (iv) shall
not relieve the Trustee of its duties to take actions required to be taken under
Section 7.03 and with respect to drawings to be made under the Letters of Credit
and making payments on the Bonds when due.

                  (e) 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.

                  (f) The  Trustee  accepts  and agrees to  perform  any and all
duties which are imposed upon the Trustee under the Representation Letter.

         Section 8.02.  Certain  Rights and  Obligations  of Trustee.  Except as
otherwise provided in Section 8.01:ligations of Trustee

                  (a) The  Trustee  (i) may  execute any of the trusts or powers
hereof and perform any of its duties by or through attorneys,  agents, receivers
or employees  (but shall be  answerable  therefor  only in  accordance  with the
standard  specified  above),  (ii)  shall be  entitled  to the advice of counsel
concerning all matters of trusts hereof and duties hereunder,  and (iii) may pay
reasonable  compensation  in  all  cases  to  all of  those  attorneys,  agents,
receivers and employees  reasonably employed by it in connection with the trusts
hereof.  The Trustee may act upon the opinion or advice of any attorney (who may
be the  attorney or  attorneys  for the Issuer or the  Company)  approved by the
Trustee in the exercise of reasonable care. The Trustee shall not be responsible
for any loss or damage resulting from any action taken or omitted to be taken in
good faith in reliance upon that opinion or advice.

                  (b) Except for its certificate of authentication on the Bonds,
the Trustee shall not be responsible for (i) any recital in this Indenture or in
the  Bonds,  (ii) the  validity,  priority,  recording,  rerecording,  filing or
refiling of this Indenture or any Supplemental  Indenture,  (iii) any instrument
or document of further  assurance or collateral  assignment,  (iv) any financing
statements,  amendments thereto or continuation statements,  (v) the validity of
the execution by the Issuer of this  Indenture,  any  Supplemental  Indenture or
instruments  or  documents of further  assurance,  (vi) the  sufficiency  of the
security for the Bonds issued hereunder or intended to be secured hereby,  (vii)
the  value  of or title to the  Leased  Property,  or  insurance  of the  Leased
Property or collection of insurance  moneys,  or (viii) the  maintenance  of the
security  hereof.  The Trustee  shall not be bound to ascertain or inquire as to
the observance or performance of any covenants, agreements or obligations on the
part  of the  Issuer  or  the  Company  under  the  Lease  except  as set  forth
hereinafter;  but the  Trustee  may  require of the Issuer or the  Company  full
information  and advice as to the observance or performance of those  covenants,
agreements and  obligations.  Except as otherwise  provided in Section 7.04, the
Trustee  shall have no obligation to observe or perform any of the duties of the
Issuer under the Lease.
<PAGE>
                  (c) The Trustee shall not be accountable  for the  application
by the Company or any other Person of the proceeds of any Bonds authenticated or
delivered hereunder.

                  (d) The  Trustee  may,  in the  absence  of bad faith or gross
negligence  on its part,  act upon any notice,  request,  consent,  certificate,
order,  affidavit,  letter,  telegram  or  other  paper or  document  reasonably
believed  by it to be genuine and correct and to have been signed or sent by the
proper  Person or  Persons.  Any action  taken by the  Trustee  pursuant to this
Indenture  upon the  request  or  authority  or consent of any Person who is the
Holder of any Bonds at the time of making the request or giving the authority or
consent,  shall be  conclusive  and binding upon all future  Holders of the same
Bond and of Bonds issued in exchange therefor or in place thereof.

                  (e) As to the existence or  nonexistence of any fact for which
the Issuer, the Agent or the Company may be responsible or as to the sufficiency
or  validity of any  instrument,  document,  report,  paper or  proceeding,  the
Trustee,  in the absence of bad faith or gross  negligence on its part, shall be
entitled to rely upon a certificate signed on behalf of the Issuer, the Agent or
the Company by an Authorized  Representative or authorized  officer thereof,  as
applicable,  as sufficient  evidence of the facts recited therein.  Prior to the
occurrence  of a default or Event of Default  hereunder of which the Trustee has
been notified, as provided in Subsection 8.02(f), or of which by that Subsection
the  Trustee  is  deemed  to have  notice,  the  Trustee  may  accept a  similar
certificate to the effect that any particular dealing,  transaction or action is
necessary or expedient;  provided that the Trustee in its discretion may require
and obtain any further evidence which it deems to be necessary or advisable; and
provided  further  that the  Trustee  shall not be bound to secure  any  further
evidence.  The Trustee may accept a certificate of the officer,  or an assistant
thereto,  having  charge  of  the  appropriate  records,  to the  effect  that a
resolution  has  been  adopted  by  the  Issuer  in the  form  recited  in  that
certificate,  as conclusive  evidence that the  resolution has been duly adopted
and is in full force and effect.

                  (f) The  Trustee  shall not be required  to take  notice,  and
shall  not be  deemed  to have  notice,  of any  default  or  Event  of  Default
hereunder,  except Events of Default described in Subsections 7.01(a), (b), (c),
(f),  (g) and (h),  unless the  Trustee  shall be notified  specifically  of the
default or Event of Default in a written  instrument or document delivered to it
by the  Issuer,  the Agent or by the  Holders  of at least 10% of the  aggregate
principal  amount of Bonds  outstanding.  In the absence of delivery of a notice
satisfying those requirements, the Trustee may assume conclusively that there is
no default or Event of Default, except as noted above.

                  (g)  At  any  reasonable   time,  the  Trustee  and  its  duly
authorized   agents,   attorneys,    experts,    engineers,    accountants   and
representatives  (i) may inspect and copy fully all books, papers and records of
the Issuer  pertaining to the Leased  Property and the Bonds,  and (ii) may make
any memoranda from and in regard thereto as the Trustee may desire.

                  (h) The  Trustee  shall  not be  required  to give any bond or
surety with respect to the  execution of these trusts and powers or otherwise in
respect of the premises.

                  (i)  Notwithstanding  anything  contained  elsewhere  in  this
Indenture to the contrary,  the Trustee may demand any  showings,  certificates,
reports,  opinions,  appraisals and other information,  and any corporate action
and evidence  thereof,  in addition to that required by the terms  hereof,  as a
<PAGE>
condition  to the  authentication  of any  Bonds  or the  taking  of any  action
whatsoever  within the purview of this Indenture,  if the Trustee deems it to be
desirable  for the  purpose  of  establishing  the  right of the  Issuer  to the
authentication  of any  Bonds or the right of any  Person  to the  taking of any
other action by the Trustee;  provided that the Trustee shall not be required to
make any such demand.

                  (j) Before taking action hereunder pursuant to Section 8.04 or
Article VII (with the exception of any action required to be taken under Section
7.03 and except with  respect to  drawings  made under the Letters of Credit and
with  respect to payment on the Bonds when due),  the Trustee may require that a
satisfactory  indemnity  bond be  furnished to it for the  reimbursement  of all
expenses which it may incur and to protect it against all liability by reason of
any action so taken, except liability which is adjudicated to have resulted from
its gross negligence or willful misconduct;  provided that no such bond shall be
required from the Issuer.  The Trustee may take action  without that  indemnity,
and in that case,  the Issuer shall cause the Company to  reimburse  the Trustee
for all of the Trustee's  expenses  pursuant to Section 8.03.  The Trustee shall
not be required to expend its own funds for the  enforcement of this  Indenture,
absent such indemnity.

                  (k) Unless otherwise  provided herein,  all moneys received by
the Trustee  under this  Indenture  shall be held in trust for the  purposes for
which  those  moneys were  received,  until  those  moneys are used,  applied or
invested as provided  herein;  provided that those moneys need not be segregated
from other moneys,  except to the extent  required by this  Indenture or by law.
The Trustee  shall not have any  liability  for interest on any moneys  received
hereunder,  except to the extent  expressly  provided  herein or agreed with the
Issuer or the Company.

                  (l)  Any   resolution   of  the  Issuer,   and  any  opinions,
certificates and other  instruments and documents for which provision is made in
this Indenture,  may be accepted by the Trustee,  in the absence of bad faith on
its part, as conclusive evidence of the facts and conclusions stated therein and
shall be full warrant,  protection  and authority to the Trustee for its actions
taken hereunder.

                  (m) The Trustee may  construe any  ambiguous  or  inconsistent
provisions of this Indenture in such manner as it deems reasonable, and any such
construction of such provisions by the Trustee shall be binding upon the Issuer,
the Company, the Agent and the Holders.

                  (n) The permissive  right of the Trustee to do any thing under
this Indenture shall not be construed as a duty.

                  (o) The  Trustee  may  execute  any of the  trusts  or  powers
hereunder  or perform  any duties  hereunder  either  directly  or by or through
agents or attorneys and the Trustee shall not be responsible  for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

                  (p) The Trustee shall not be under any obligation to effect or
maintain insurance or to renew any policies of insurance or to inquire as to the
sufficiency of any policies of insurance  carried by the Company,  or to report,
or make or file claims or proof of loss for, any loss or damage insured  against
or which may occur,  or, to keep itself informed or advised as to the payment of
any taxes or assessments, or to require any such payment to be made.
<PAGE>
                  (q) The Trustee shall not be personally  liable for any claims
by or on behalf of any person,  firm,  corporation or other legal entity arising
from the  conduct  or  management  of,  or from any work or thing  done on,  the
Project,  and shall have no  affirmative  duty with respect to compliance of the
Project  under  state or federal  laws  pertaining  to the  transport,  storage,
treatment of disposal of pollutants, contaminants, waste or hazardous materials,
or regulations, permits or licenses issued under such laws.

         SECTION 8.03. Fees, Charges and Expenses of Trustee

                  (a) The Trustee shall be entitled to payment or  reimbursement
by the Company,  as provided in the Lease,  for reasonable fees for the Ordinary
Services of the Trustee and its agents rendered  hereunder and for all advances,
counsel fees and other  Ordinary  Expenses  reasonably and  necessarily  paid or
incurred  by it and its agents in  connection  with the  provision  of  Ordinary
Services.  For purposes hereof, fees for Ordinary Services provided for by their
respective  standard fee schedule shall be considered  reasonable.  In the event
that it  should  become  necessary  for any of  them  to  perform  Extraordinary
Services,  they shall be entitled to reasonable extra compensation  therefor and
to reimbursement for reasonable and necessary Extraordinary Expenses incurred in
connection  therewith.  The Trustee  shall not be entitled  to  compensation  or
reimbursement for Extraordinary Services or Extraordinary Expenses occasioned by
its gross negligence or willful misconduct.

                  (b) The fees for the Trustee's  Ordinary Services and Ordinary
Expenses and Extraordinary Services and Extraordinary Expenses shall be entitled
to payment and reimbursement  only from (i) the Project Fund, (ii) payments made
by the  Company  pursuant  to the Lease,  or (iii) from other  moneys  available
therefor;  provided  that  following  the  occurrence of an Event of Default the
Trustee shall have a first  priority lien on all of the Trust Estate,  excepting
only  drawings  on the  Letters  of  Credit,  for the  payment  of such fees and
expenses.  Any amounts payable to the Trustee  pursuant to this Section shall be
payable upon demand and shall bear interest  from five  Business Days  following
the date of demand  therefor at the interest  rate then in effect for the Bonds.
The initial or acceptance fees of the Trustee and the fees, charges and expenses
of the Trustee and its agents  described  above, may be paid by the Trustee from
the  Project  Fund as and when due to the extent  that those  fees,  charges and
expenses become due prior to the Final Project Completion Date.

         Section  8.04.  Intervention  by Trustee.  The Trustee may intervene on
behalf of the Holders,  and shall  intervene if requested to do so in writing by
the  Holders  of at  least  25% of  the  aggregate  principal  amount  of  Bonds
outstanding,  in any judicial proceeding to which the Issuer or the Company is a
party and which in the opinion of the Trustee and its counsel has a  substantial
bearing on the interests of Holders of the Bonds, provided, however, that at all
times during the Agent Consent  Period,  the Trustee shall take such actions as,
and only as, directed by the Agent in writing. The rights and obligations of the
Trustee under this Section are subject to the approval of that intervention by a
court of competent  jurisdiction.  The Trustee may require  that a  satisfactory
indemnity  bond be  provided to it in  accordance  with  Sections  8.01 and 8.02
before it takes action hereunder.

         SECTION 8.05. Successor Trustee

                  (a)      Anything herein to the contrary notwithstanding:

                      (i) any  corporation  or  association  (A) into  which the
Trustee may be converted or merged,  (B) with which the Trustee or any successor
to it may be consolidated,  or (C) to which the Trustee may sell or transfer its
assets  and  trust  business  as a whole or  substantially  as a  whole,  or any
<PAGE>
corporation  or  association   resulting  from  any  such  conversion,   merger,
consolidation,  sale or  transfer,  ipso  facto,  shall be and become  successor
Trustee  hereunder  and  shall  be  vested  with all of the  title to the  whole
property or trust estate hereunder; and

                      (ii)  that   corporation  or  association,   as  successor
Trustee,  shall be vested further,  as was its predecessor,  with each and every
trust, property, remedy, power, right, duty, obligation,  discretion, privilege,
claim,  demand,  cause of action,  immunity,  estate,  title,  interest and lien
expressed  or  intended  by this  Indenture  to be  exercised  by,  vested in or
conveyed to the Trustee,  without the  execution or filing of any  instrument or
document or any further act on the part of any of the parties hereto.

                  (b) Any  successor  Trustee,  however,  (i)  shall  be a trust
company or a bank  having the powers of a trust  company,  (ii) shall be in good
standing within the State of Georgia, (iii) shall be duly authorized to exercise
trust powers within the State of Georgia, and (iv) shall have a reported capital
and surplus of not less than  $50,000,000 and a rating assigned to its long-term
unsecured debt by Moody's Investors  Service,  Inc. at least equal to "Baa3" (if
the Bonds are then rated by Moody's Investors  Service,  Inc.) and by Standard &
Poor's  Corporation  at least  equal to "BBB-"  (if the Bonds are then  rated by
Standard & Poor's Corporation)  unless the Issuer receives written  confirmation
from the  respective  Rating  Agencies  that  the  appointment  of a  particular
successor  trustee not  meeting  such  rating  requirement  will not result in a
reduction or withdrawal of its rating of the Bonds.

         Section  8.06.  Resignation  of Trustee.  The Trustee may resign at any
time from the trusts created hereby by giving written notice of the  resignation
to the Issuer,  the Company,  the Agent,  the Indexing Agent and the Remarketing
Agent and by mailing  written notice of the  resignation to the Holders as their
names and  addresses  appear on the  Register  at the close of  business 15 days
prior  to  the  mailing.  The  resignation  shall  take  effect  only  upon  the
appointment of a successor Trustee.

         SECTION 8.07. Removal of Trustee

                  (a) The Trustee may be removed at any time by an instrument or
document or  concurrent  instruments  or  documents  delivered to the Trustee at
least five  Business  Days prior to the date of  removal,  with  copies  thereof
mailed to the  Issuer,  the  Company,  the  Agent,  the  Indexing  Agent and the
Remarketing  Agent, and signed by or on behalf of the Holders of not less than a
majority in aggregate principal amount of the Bonds outstanding.

                  (b) The Trustee also may be removed at any time for any breach
of trust or for acting or  proceeding  in violation of, or for failing to act or
proceed in accordance  with, any provision of this Indenture with respect to the
duties and  obligations  of the Trustee by any court of  competent  jurisdiction
upon the  application  of the  Issuer  or the  Holders  of not less  than 25% in
aggregate principal amount of the Bonds outstanding.

                  (c) The removal of the Trustee  pursuant to this Section shall
take effect only upon the appointment of a successor Trustee.

         SECTION 8.08. Appointment of Successor Trustee

                  (a) If (i) the Trustee shall resign,  shall be removed,  shall
be dissolved, or shall become otherwise incapable of acting hereunder,  (ii) the
Trustee  shall be taken  under the  control  of any  public  agency,  or (iii) a
receiver shall be appointed for the Trustee by a court, then a successor Trustee
<PAGE>
shall be  appointed by the Issuer,  with the written  consent of the Company and
the Agent;  provided that if a successor  Trustee is not so appointed  within 10
days after (A) a notice of  resignation  or an instrument or document of removal
is received by the Issuer, as provided in Sections 8.06 and 8.07,  respectively,
or (B)  the  Trustee  is  dissolved,  taken  under  control,  becomes  otherwise
incapable of acting or a receiver is appointed, in each case, as provided above,
then, so long as the Issuer shall not have  appointed a successor  Trustee,  the
Holders of a majority in aggregate  principal  amount of Bonds  outstanding  may
designate  a  successor  Trustee by an  instrument  or  document  or  concurrent
instruments or documents in writing signed by or on behalf of those Holders.  If
no  appointment  of a successor  Trustee shall be made pursuant to the foregoing
provisions of this Section,  the Holder of any Bond  outstanding or any retiring
Trustee may apply to any court of competent  jurisdiction to appoint a successor
Trustee. Such court may thereupon,  after such notice, if any, as such court may
deem proper and prescribe, appoint a successor Trustee.

                  (b) Every successor Trustee appointed pursuant to this Section
(i) shall be a trust  company or a bank  having  the powers of a trust  company,
(ii) shall be in good standing within the State of New York, (iii) shall be duly
authorized  to exercise  trust powers  within the State of New York,  (iv) shall
have a reported  capital and surplus of not less than  $50,000,000  and a rating
assigned to its long-term  unsecured debt by Moody's Investors Service,  Inc. at
least equal to "Baa3" (if the Bonds are then rated by Moody's Investors Service,
Inc.) and by  Standard  & Poor's  Corporation  at least  equal to "BBB-" (if the
Bonds  are then  rated by  Standard  & Poor's  Corporation)  unless  the  Issuer
receives written confirmation from the Rating Agencies that the appointment of a
particular successor trustee not meeting such rating requirement will not result
in a  reduction  or  withdrawal  of its rating of the  Bonds,  and (vi) shall be
willing  to accept  the  trusteeship  under the  terms  and  conditions  of this
Indenture.

                  (c) Every successor Trustee appointed  hereunder shall execute
and acknowledge,  and shall deliver to its predecessor, the Issuer, the Company,
the Agent,  the Indexing  Agent and the  Remarketing  Agent,  an  instrument  or
document in writing  accepting the appointment.  Thereupon,  without any further
act,  the  successor  shall  become  vested with all of the trusts,  properties,
claims, demands, causes of action,  immunities,  estates,  titles, interests and
liens of its predecessor. Upon the written request of its successor, the Issuer,
the  Company,  the Agent,  the  Indexing  Agent or the  Remarketing  Agent,  the
predecessor  Trustee (i) shall  execute and  deliver an  instrument  or document
transferring to its successor all of the trusts,  properties,  remedies, powers,
rights, duties, obligations, discretions, privileges, claims, demands, causes of
action,  immunities,  estates,  titles,  interests and liens of the  predecessor
Trustee  hereunder,  and (ii)  shall  take any other  action  necessary  to duly
assign,  transfer and deliver to its successor all property (including,  without
limitation,  all  securities and moneys and the Letters of Credit) held by it as
Trustee.  Should  any  instrument  or  document  in  writing  from the Issuer be
requested  by any  successor  Trustee for vesting and  conveying  more fully and
certainly in and to that  successor the trusts,  properties,  remedies,  powers,
rights, duties, obligations, discretions, privileges, claims, demands, causes of
action,  immunities,  estates, titles, interests and liens vested or conveyed or
intended to be vested or conveyed hereby in or to the predecessor  Trustee,  the
Issuer shall execute, acknowledge and deliver that instrument or document.
<PAGE>
                  (d) In the event of a change in the Trustee,  the  predecessor
Trustee  shall cease to be custodian of any moneys which it may hold pursuant to
this  Indenture and shall cease to be Bond  registrar,  transfer  agent,  tender
agent,  authenticating  agent and  paying  agent for the  Bonds.  The  successor
Trustee  shall become  custodian  for moneys held under this  Indenture and Bond
registrar,  transfer agent, tender agent,  authenticating agent and paying agent
as and to the extent provided herein.

         Section  8.09.  Adoption  of  Authentication.  In case any of the Bonds
shall have been authenticated,  but shall not have been delivered, any successor
Trustee may adopt the certificate of authentication  of any predecessor  Trustee
and may deliver those Bonds so  authenticated  as provided  herein.  In case any
Bonds shall not have been authenticated,  any successor Trustee may authenticate
those Bonds  either in the name of any  predecessor  or in its own name.  In all
cases, the certificate of authentication shall have the same force and effect as
provided in the Bonds or in this  Indenture  with respect to the  certificate of
authentication of the predecessor Trustee.

         SECTION 8.10.  Designation and Succession of Authenticating Agent, Bond
Registrar, Transfer Agent and Paying Agent

                  (a) The Trustee may,  with the consent of the Issuer,  appoint
an agent or agents, with power to act on the Trustee's behalf and subject to the
Trustee's direction in the authentication,  registration,  transfer and exchange
and tender of Bonds and payment of Debt  Service  under the  provisions  of this
Indenture;  provided  that any tender agent or paying  agent so appointed  shall
have and maintain a rating  assigned to its long-term  unsecured debt by Moody's
Investors Service, Inc. at least equal to "Baa3" (if the Bonds are then rated by
Moody's Investors  Service,  Inc.) and by Standard & Poor's Corporation at least
equal to "BBB-" (if the Bonds are then rated by  Standard & Poor's  Corporation)
unless the Issuer receives  written  confirmation  from the Rating Agencies that
the  appointment  of a tender  agent or paying  agent not  meeting  such  rating
requirement  will not result in a reduction or  withdrawal  of its rating of the
Bonds;  and  provided  further,  however,  that the  Trustee may serve as tender
agent, paying agent or any other such agent pursuant to this Indenture.  For all
purposes of this Indenture,  the  authentication,  registration  and delivery of
Bonds  by any  such  agent  pursuant  to this  Section  shall  be  deemed  to be
authentication, registration and delivery of those Bonds by the Trustee.

                  (b) Any corporation or association with or into which any such
agent may be merged or  converted or with which it may be  consolidated,  or any
corporation  or  association   resulting  from  any  merger,   consolidation  or
conversion  to which any such  agent  shall be a party,  or any  corporation  or
association  succeeding  to the trust  business of any such agent,  shall be the
successor of that agent hereunder,  if that successor corporation or association
is otherwise eligible hereunder, without the execution or filing of any paper or
any  further  act on the part of the  parties  hereto or the such  agent or such
successor corporation.

                  (c) Any such  agent may at any time  resign by giving  written
notice of  resignation  to the  Trustee  and to the  Issuer,  the  Company,  the
Indexing Agent and the Remarketing  Agent. The Trustee may at any time terminate
the agency of any such agent by giving  written  notice of  termination  to such
agent and to the Issuer,  the Company,  the Indexing  Agent and the  Remarketing
Agent.  Upon  receiving such a notice of resignation or upon such a termination,
<PAGE>
or in the case at any time any such agent shall cease to be eligible  under this
Section,  the  Trustee may appoint a  successor  agent.  The Trustee  shall give
written notice of appointment of a successor  agent to the Issuer,  the Company,
the  Indexing  Agent and the  Remarketing  Agent and shall mail,  within 10 days
after  that  appointment,  notice  thereof  to all  Holders  as their  names and
addresses appear on the Register on the date of that appointment.

                  (d) The Trustee  shall pay to any such agent from time to time
reasonable  compensation for its services,  and the Trustee shall be entitled to
be reimbursed for such payments as Ordinary Expenses, subject to Section 8.03.

                  (e) The pertinent provisions of Subsections 8.02(b), (c), (d),
(h) and (i) shall be applicable to any such agent.

         Section 8.11.  Dealing in Bonds.  The Trustee,  the Agent, the Indexing
Agent and the Remarketing Agent, their respective affiliates, and any directors,
officers,  employees or agents thereof,  in good faith, may become the owners of
Bonds secured  hereby with the same rights which it or they would have hereunder
if the Trustee,  the Agent, the Indexing Agent or the Remarketing  Agent did not
serve in those capacities.  The Trustee may serve as, or be affiliated with, the
Remarketing  Agent, the Indexing Agent or the Agent. The Trustee may also engage
in or be interested in any financial or other  transaction with the Issuer,  the
Company or any related party.

         Section 8.12. Representations, Agreements and Covenants of Trustee. The
Trustee  hereby   represents  and  covenants  that  it  is  a  national  banking
association  duly  organized and validly  existing  under the laws of the United
States of America,  in good standing and duly  authorized to exercise  corporate
trust powers in the State of Georgia,  that it will take such action, if any, as
is  necessary  to  remain  in good  standing  and duly  authorized  to  exercise
corporate trust powers in the State of Georgia.

         SECTION 8.13. Appointment of Remarketing Agent

                  (a) The Issuer shall, with the consent of the Company, appoint
the  Remarketing  Agent for the Bonds,  subject to the  conditions  set forth in
Section 8.14. The Remarketing Agent shall designate to the Trustee its Principal
Office and signify its acceptance of the duties and obligations  imposed upon it
hereunder by a written  instrument  of acceptance  delivered to the Issuer,  the
Company,  the Indexing Agent and the Trustee under which the  Remarketing  Agent
will agree, particularly:

                      (i)  to  direct  all  Holders  of  Bonds  which  are to be
tendered pursuant to Article IV hereof to deliver such Bonds to the Trustee;

                      (ii) to direct all Persons purchasing such Bonds to direct
payment therefor to the Trustee to be applied as provided in Section 4.03; and

                      (iii)  to  keep  such  books  and   records  as  shall  be
consistent  with  prudent  industry  practice and to make such books and records
available for inspection by the Issuer,  the Trustee,  the Company and the Agent
at all reasonable times.

                  (b) In  addition,  the  Remarketing  Agent will enter into the
Remarketing   Agreement  with  the  Company  in  form  and  substance   mutually
satisfactory to them. The Remarketing Agent shall be entitled to advice of legal
counsel on any matter relating to the Remarketing Agent's obligations  hereunder
and shall be entitled to act upon the opinion of such counsel in the exercise of
reasonable care in fulfilling such obligations.
<PAGE>
         SECTION 8.14. Qualifications of Remarketing Agent

                  (a) The Remarketing Agent (other than the original Remarketing
Agent identified  herein) shall be a national  banking  association or a bank or
trust company or a member of the National  Association  of  Securities  Dealers,
Inc.,  authorized  by law to  perform  all the  duties  imposed  upon it by this
Indenture. The Remarketing Agent may at any time resign and be discharged of the
duties and  obligations  created by this  Indenture  by giving at least 30 days'
prior written notice by registered or certified mail to the Trustee, the Issuer,
the Indexing  Agent,  the Company and the Agent.  The  Remarketing  Agent may be
removed at any time by the Issuer or the Company,  with the consent of the other
and, during the Agent Consent Period, the Agent upon 30 days' notice which shall
be in writing,  signed by the Issuer and delivered to the Remarketing Agent, the
Indexing Agent, the Company, the Trustee and the Agent.

                  (b)  In  the  event  of  the  resignation  or  removal  of the
Remarketing  Agent,  the Issuer,  with the consent of the Company and the Agent,
shall appoint a successor Remarketing Agent meeting the qualifications set forth
in this Section and the Remarketing Agent shall pay over, assign and deliver any
moneys and Bonds held by it in such capacity to its successor or, if there be no
successor, to the Trustee as hereinafter provided.

                  (c) In the event that the Remarketing Agent shall resign or be
removed, or be dissolved, or if the property or affairs of the Remarketing Agent
shall be taken under the control of any state or federal court or administrative
body because of  bankruptcy  or  insolvency,  or for any other  reason,  and the
Issuer shall not have appointed its successor as Remarketing Agent, the Trustee,
notwithstanding  the provisions of Subsection 8.14(a) shall ipso facto be deemed
to be the  Remarketing  Agent  for all  purposes  of this  Indenture  until  the
appointment by the Issuer of the successor  Remarketing Agent; provided that the
Trustee, in its capacity as Remarketing Agent, shall not be required to remarket
Bonds nor to establish the Weekly Rate or the Term Rate.

         Section 8.15. Compensation and Expenses of Remarketing Agent. The terms
of the Company's obligation to pay reasonable compensation to and the reasonable
expenses of the Remarketing Agent may be set forth in the Remarketing Agreement.

         SECTION 8.16. Appointment of Indexing Agent

                  (a) The Issuer shall, with the consent of the Company, appoint
the Indexing Agent for the Bonds, subject to the conditions set forth in Section
8.18. The Indexing Agent shall designate to the Trustee its Principal Office and
signify its acceptance of the duties and  obligations  imposed upon it hereunder
by a written instrument of acceptance  delivered to the Issuer, the Company, the
Remarketing  Agent and the Trustee  under which the  Indexing  Agent will agree,
particularly:

                      (i) to  determine  the  Weekly  Rate and the Term  Rate in
accordance with Sections 2.03 and 2.04 of this Indenture,  and to give notice to
the Trustee and the  Remarketing  Agent of the Weekly Rate,  and to the Trustee,
the Remarketing  Agent, the Issuer,  the Company and the Agent of the Term Rate,
on the date of the determination thereof; and

                      (ii) to keep such books and records as shall be consistent
with prudent industry  practice and to make such books and records available for
inspection by the Issuer,  the Trustee,  the Remarketing  Agent, the Company and
the Agent at all reasonable times.
<PAGE>
                  (b) In  addition,  the  Indexing  Agent  will  enter  into the
Indexing Agreement with the Company in form and substance mutually  satisfactory
to them.  The Indexing Agent shall be entitled to advice of legal counsel on any
matter  relating to the  Indexing  Agent's  obligations  hereunder  and shall be
entitled to act upon the opinion of such counsel in the  exercise of  reasonable
care in fulfilling such obligations.

         SECTION 8.17. Qualifications of Indexing Agent

                  (a) The Indexing Agent shall be an investment  banking firm, a
firm of financial consultants, a national banking association or a bank or trust
company,  authorized  by law to perform all the duties  imposed  upon it by this
Indenture and the Indexing Agreement.  The Indexing Agent may at any time resign
and be discharged  of the duties and  obligations  created by this  Indenture by
giving at least 30 days' prior written notice by registered or certified mail to
the Trustee,  the Issuer,  the Remarketing Agent, the Company and the Agent. The
Indexing Agent may be removed at any time by the Issuer or the Company, with the
consent of the other and,  during the Agent  Consent  Period,  the Agent upon 30
days'  notice which shall be in writing,  signed by the Issuer and  delivered to
the Indexing Agent,  the  Remarketing  Agent,  the Company,  the Trustee and the
Agent.

                  (b) In the event of the resignation or removal of the Indexing
Agent, the Issuer, with the consent of the Company and, during the Agent Consent
Period,  the  Agent,  shall  appoint a  successor  Indexing  Agent  meeting  the
qualifications set forth in this Section.

                  (c) In the event that the  Indexing  Agent shall  resign or be
removed,  or be dissolved,  or if the property or affairs of the Indexing  Agent
shall be taken under the control of any state or federal court or administrative
body because of  bankruptcy  or  insolvency,  or for any other  reason,  and the
Issuer shall not have  appointed its successor as Indexing  Agent,  the Trustee,
notwithstanding the provisions of Subsection 8.17(a), shall ipso facto be deemed
to be  the  Indexing  Agent  for  all  purposes  of  this  Indenture  until  the
appointment  by the Issuer of the successor  Indexing  Agent;  provided that the
Trustee,  in its capacity as Indexing Agent,  shall not be required to establish
the Weekly Rate or the Term Rate.

         Section 8.18. Compensation and Expenses of Indexing Agent. The terms of
the Company's  obligation to pay reasonable  compensation  to and the reasonable
expenses of the Indexing Agent may be set forth in the Indexing Agreement.

                              (End of Article VIII)

<PAGE>
                                   ARTICLE IX

                           SUPPLEMENTS AND AMENDMENTS


         Section 9.01. Supplemental Indentures Not Requiring Consent of Holders.
Without the consent of or notice to any Holders,  the Issuer and the Trustee may
enter into indentures  supplemental to this Indenture for any one or more of the
following purposes:

                  (a) To cure any ambiguity,  inconsistency  or formal defect or
omission in this Indenture;

                  (b) To grant to or confer  upon the Trustee for the benefit of
the Holders any additional rights, remedies, powers or authority;

                  (c) To authorize the issuance of a Series of Additional  Bonds
or Refunding Bonds;

                  (d) To  confirm  any  pledge  of or lien on the  Revenues,  to
assign additional revenues under this Indenture or to accept additional security
or instruments of further assurance;

                  (e) To add to the covenants, agreements and obligations of the
Issuer under this Indenture,  other covenants,  agreements and obligations to be
observed for the protection of the Holders,  or to surrender or limit any right,
power or authority reserved to or conferred upon the Issuer in this Indenture;

                  (f) To permit the use of a book entry  system to identify  the
owner of an interest in an obligation issued by the Issuer under this Indenture,
whether  that  obligation  was  formerly,  or could be,  evidenced by a tangible
security;

                  (g) To  permit  the  Trustee  to comply  with any  obligations
imposed upon it by law;

                  (h) To specify further the duties and responsibilities of, and
to define further the relationship  among,  the Trustee,  the Indexing Agent and
the Remarketing Agent;

                  (i)  To  achieve   compliance  of  this   Indenture  with  any
applicable federal securities or tax laws;

                  (j) To evidence the appointment of a new Remarketing  Agent or
Indexing Agent;

                  (k) To provide  for  Alternate  Letters of Credit or any other
credit enhancement permitted by the terms of this Indenture;

                  (l) To make any amendments  required to secure a rating on the
Bonds  from a  Rating  Agency  equal  to the  rating  of the  Agent's  unsecured
indebtedness;

                  (m) To implement a conversion to a Term Mode Rate; or

                  (n) To permit  any  other  amendment  which is not  materially
adverse to the interests of the Trustee or the Holders.
<PAGE>
Before the Issuer and the Trustee  shall enter into any  Supplemental  Indenture
pursuant to this Section, there shall have been delivered to the Trustee and the
Issuer an opinion of counsel to the Issuer to the effect that such  Supplemental
Indenture  is  authorized  or permitted by this  Indenture,  and will,  upon the
execution  and  delivery  thereof,  be valid  and  binding  upon the  Issuer  in
accordance with its terms.

         Section 9.02.  Supplemental  Indentures  Requiring  Consent of Holders.
Subject  to  Section  9.09,  and  in  addition  to the  Supplemental  Indentures
permitted by Section 9.01,  this Indenture may be amended or  supplemented  from
time  to  time by a  Supplemental  Indenture  consented  to by the  Company  and
approved by Holders of a majority  in  aggregate  principal  amount of the Bonds
then  outstanding,  except that,  other than as permitted by Section 9.01,  this
Indenture  may not be amended  with respect to (1) the  principal or  redemption
price or interest  payable upon any Bonds,  (2) the Interest  Payment Dates, the
dates of maturity or the redemption or purchase provisions of any Bonds, and (3)
this  Article.  This  Indenture  may be  amended  with  respect  to the  matters
enumerated  in  clauses  (1) to (3) of the  preceding  sentence  only  with  the
unanimous  consent of all  Holders.  Before the Issuer and the Trustee may enter
into such Supplemental  Indenture,  there shall have first been delivered to the
Trustee (a) the required consents,  in writing, of Holders and (b) an opinion of
counsel  to the  Issuer  to the  effect  that  such  Supplemental  Indenture  is
authorized  or permitted by this  Indenture,  and will,  upon the  execution and
delivery  thereof,  be valid and binding upon the Issuer in accordance  with its
terms.

         Section  9.03.  Consent of Company.  Anything  contained  herein to the
contrary  notwithstanding,  a Supplemental  Indenture  executed and delivered in
accordance with this Article which affects any rights of the Company or directly
or indirectly  imposes any additional  obligations or liabilities on the Company
shall not become  effective unless and until the Company shall have consented in
writing to the execution and delivery of that Supplemental Indenture.

         Section  9.04.  Authorization  to Trustee;  Effect of  Supplement.  The
Trustee is  authorized  to join with the Issuer in the execution and delivery of
any  Supplemental  Indenture  in  accordance  with this  Article and to make the
further agreements and stipulations which may be contained therein.  Thereafter,
(a) such  Supplemental  Indenture shall form a part of this  Indenture;  (b) all
terms  and  conditions  contained  in  that  Supplemental  Indenture  as to  any
provision authorized to be contained therein shall be deemed to be a part of the
terms  and  conditions  of this  Indenture  for any and all  purposes;  (c) this
Indenture  shall be deemed to be  modified  and amended in  accordance  with the
Supplemental  Indenture;  and (d) the respective rights,  duties and obligations
under this Indenture of the Issuer,  the Company,  the Trustee,  the Remarketing
Agent, the Indexing Agent, the Agent and all Holders of Bonds  outstanding shall
be determined,  exercised and enforced hereunder in a manner which is subject in
all respects to those  modifications  and  amendments  made by the  Supplemental
Indenture.  The  Trustee  shall not be  required  to  execute  any  Supplemental
Indenture containing provisions adverse to the Trustee.

         Section  9.05  Modification  by  Unanimous   Consent.   Notwithstanding
anything  contained  elsewhere in this Indenture,  the rights and obligations of
the Issuer and of the  Holders,  and the terms and  provisions  of the Bonds and
this Indenture or any Supplemental Indenture,  may be modified or altered in any
respect with the consent of (i) the Issuer, (ii) the Holders of all of the Bonds
outstanding, (iii) the Agent and (iv) the Company.
<PAGE>
         Section  9.06.  Amendment  of Lease.  Subject to Section  9.09,  if the
Issuer and the Company  propose to amend the Lease,  the Trustee  shall  consent
thereto;  provided that if such proposal  would amend the Lease in such a way as
would  materially  adversely  affect the  interests of the Holders,  the Trustee
shall notify the Holders of the proposed  amendment and may consent thereto with
the consent of Holders of a majority in aggregate  principal amount of the Bonds
then Outstanding,  except that no amendment  materially  adversely affecting the
interests  of the  Holders  shall be  consented  to by the  Trustee  without the
unanimous consent of all Holders if such materially  adverse amendment would (1)
decrease the amounts payable under the Lease constituting  Revenues,  (2) change
the date of payment or prepayment  provisions under the Lease, or (3) change any
provisions with respect to amendment of the Lease. Before the Issuer shall enter
into, and the Trustee shall consent to, any modification,  alteration, amendment
or  supplement  to the Lease  pursuant  to this  Section,  there shall have been
delivered  to the Issuer and the  Trustee an opinion of counsel to the Issuer to
the effect that such amendment is authorized or permitted by this Indenture.

         Section 9.07. Amendment of Letters of Credit. If the LC Issuers propose
to amend the Letters of Credit, the Trustee shall consent thereto, provided that
(a) if such  proposal  would  amend the Letters of Credit in such a way as would
materially  adversely  affect the  interests of the Holders,  the Trustee  shall
notify the  Holders  and the Rating  Agencies  (if the Bonds are then rated by a
Rating Agency) of the proposed  amendment and may consent  thereto only with (i)
the prior written consent of Holders of a majority in aggregate principal amount
of the Bonds then  outstanding and (ii) the confirmation by such Rating Agencies
that such amendment will not result in a withdrawal or reduction of their rating
of the Bonds,  and (b) the Trustee shall not,  without the unanimous  consent of
all  Holders,  consent  to any  amendment  materially  adversely  affecting  the
interests of the Holders which would decrease or delay the amounts payable under
the Letters of Credit in respect of  outstanding  Bonds on any Interest  Payment
Date or on any date of redemption, acceleration, payment at maturity or purchase
of the Bonds,  or advance  the  Expiration  Date of the  Letters of Credit to an
earlier date. No consent of the Holders shall be required for  amendments to the
Letters of Credit which are provided for or contemplated by this Indenture.

         Section 9.08. Trustee Authorized to Join in Supplements and Amendments;
Reliance on Counsel.  The Trustee is  authorized  to join with the Issuer in the
execution and delivery of any Supplemental  Indenture or amendment  permitted by
this  Article and in so doing shall be fully  protected by an opinion of counsel
that such Supplemental Indenture or amendment is so permitted.

         Section  9.09.  Consent  of  Agent.   Notwithstanding  anything  herein
contained,  during the Agent Consent Period, no supplement or amendment or other
modification shall be made to the Indenture without the prior written consent of
the Agent.

         Section 9.10.  Notice to Rating  Agencies.  The Trustee shall  promptly
notify the Rating  Agencies (if the Bonds are then rated by a Rating  Agency) of
any  material  supplement  or  amendment  to  this  Indenture,  the  Lease,  the
Remarketing Agreement, the Letters of Credit or the Reimbursement Agreement.

                               (End of Article IX)
<PAGE>
                                    ARTICLE X

                                   DEFEASANCE

         Section 10.01  Defeasance.  When the principal of, and premium (if any)
and interest on, all Bonds issued  hereunder  have been paid,  or provision  has
been made for payment of the same and any tender purchase price which may become
payable  pursuant to Article IV, together with the  compensation and expenses of
the Trustee and all other sums  payable  hereunder by the Issuer or the Company,
the right,  title and  interest of the Trustee in and to the Trust  Estate shall
thereupon cease and the Trustee,  on demand of the Issuer or the Company,  shall
release this Indenture and shall execute such documents to evidence such release
as may be  reasonably  required by the Issuer or the Company and shall turn over
to the  Company or to such  person,  body or  authority  as may be  entitled  to
receive the same all  balances  then held by it  hereunder  not required for the
payment  of the Bonds and such  other sums and shall  surrender  the  Letters of
Credit to the Agent for the  account of the LC  Issuers;  provided  that (a) any
proceeds of the Letters of Credit not required for payment of the Bonds shall be
turned  over to the LC  Issuers  and (b) in the  event  there has been a drawing
under the  Letters  of  Credit  for which  the LC  Issuers  have not been  fully
reimbursed pursuant to the Reimbursement Agreement or the Reimbursement Notes or
any  other   obligations  are  then  due  and  owing  to  the  Agent  under  the
Reimbursement Agreement, the Trustee shall assign and turn over to the Agent, as
successor, subrogee or otherwise, all of the Trustee's right, title and interest
under this  Indenture,  all balances held hereunder not required for the payment
of the Bonds and such other sums and the Trustee's right, title and interest in,
to and under the Lease and any other property  comprising  the Trust Estate.  If
payment  or  provision  therefor  is made with  respect  to less than all of the
Bonds,  the  particular  Bonds (or  portions  thereof) for which  provision  for
payment  shall have been  considered  made shall be  selected  by lot or by such
other  method as the  Trustee  deems fair and  appropriate,  and  thereupon  the
Trustee shall take similar action for the release of this Indenture with respect
to such Bonds.

         SECTION 10.02. Provision for Payment

                  (a) Provision for the payment of Bonds shall be deemed to have
been  made  when  the  Trustee  holds in the  Bond  Fund  (1) cash in an  amount
sufficient to make all payments (including principal,  premium, if any, interest
and tender  purchase  price  payments,  if any)  specified in Section 10.01 with
respect to such Bonds,  or (2)  noncallable,  direct  obligations  issued by the
United  States of  America,  maturing  on or before  the date or dates  when the
payments specified above shall become due, the principal amount of which and the
interest thereon, when due, is or will be, in the aggregate,  sufficient without
reinvestment to make all such payments,  or (3) any combination of cash and such
obligations the amounts of which and interest thereon, when due, are or will be,
in the aggregate,  sufficient  without  reinvestment  to make all such payments;
provided that (i) such amount on deposit shall be deemed  sufficient only if (A)
while the Bonds bear  interest  at a Weekly  Rate,  it  provides  for payment of
interest at the Maximum  Rate and the Issuer  shall have  surrendered  any power
hereunder to  thereafter  change the Maximum  Rate,  or (B) while the Bonds bear
interest at a Term Rate,  it provides  for payment of interest at such Term Rate
and the Bonds have been  irrevocably  called or  designated  for  redemption  in
accordance with Subsection 10.02(c) on or before the end of the Term Rate Period
for which such Term Rate has been set and (ii)  provision  for  payment of Bonds
shall be deemed to be made only if (A) the  Trustee  holds in the Bond Fund cash
constituting  Available Moneys and/or such obligations  purchased with Available
Moneys for payment of such Bonds pursuant to Section 5.04 in amounts  sufficient
to make all payments  specified above with respect to such Bonds, as verified by
<PAGE>
an  accountant's  certification  in form and by an accountant  acceptable to the
Trustee  and the  Rating  Agencies,  and (B) in the case of Bonds in the  Weekly
Mode,  the Bonds have been called for redemption on a date not more than 60 days
from the date  provision for payment is being made pursuant to this Section and,
in determining  the sufficiency of amounts held to make payments with respect to
the Bonds, there shall be excluded any and all interest expected to be earned on
obligations held by the Trustee.

                  (b) Neither the moneys nor the obligations  deposited with the
Trustee  pursuant to this  Article  shall be  withdrawn  or used for any purpose
other than,  and such  obligations  and moneys shall be  segregated  and held in
trust for, the payment of the principal or redemption price of, premium, if any,
on and interest on, the Bonds (or portions  thereof),  or for the payment of the
purchase price of such Bonds in accordance  with Article IV. While the Bonds are
in the Weekly Mode, such moneys, if not then needed for such purpose, shall, but
only to the extent practicable, be invested and reinvested in direct obligations
issued by the United  States of America  maturing  on or prior to the earlier of
(i) the date  moneys may be  required  for the  purchase  of Bonds  pursuant  to
Article  IV and (ii) the  Interest  Payment  Date  next  succeeding  the date of
investment or reinvestment.

                  (c) Whenever moneys or obligations shall be deposited with the
Trustee  for the payment or  redemption  of Bonds more than 60 days prior to the
date that such  Bonds are to mature or be  redeemed,  the  Trustee  shall mail a
notice  to the  Holders  of Bonds  for the  payment  of  which  such  moneys  or
obligations  are being  held at their  registered  addresses  stating  that such
moneys or obligations have been deposited. Such notice shall also be sent by the
Trustee to the Rating Agencies.  Notwithstanding  the foregoing,  no delivery to
the Trustee  under this Section shall be deemed a payment of any Bonds which are
to be redeemed  prior to their stated  maturity until such Bonds shall have been
irrevocably  called or designated for  redemption on a date  thereafter on which
such Bonds may be redeemed in accordance  with the  provisions of this Indenture
and proper notice of such  redemption  shall have been given in accordance  with
Article III or the Issuer shall have given the Trustee,  in form satisfactory to
the Trustee,  irrevocable  instructions  to give, in the manner and at the times
prescribed by Article III, notice of redemption.

                  (d) Notwithstanding anything to the contrary contained herein,
if the principal or purchase  price of the Bonds,  together with the premium (if
any)  thereon and all  interest  accruing  thereon,  has been paid or  provision
therefor made in accordance with this Section 10.02 at any time during which (i)
the Bonds bear  interest at a Weekly Rate and (ii) the Bonds are rated by one or
more  Rating  Agencies,  then no release of this  Indenture  shall be  effective
pursuant to this Article X without the written  confirmation of each such Rating
Agency that such release will not cause such Rating  Agency to withdraw or lower
its rating on the Bonds.

         Section 10.03.  Deposit of Funds for Payment of Bonds. If the principal
or purchase price of any Bonds  becoming due,  either at maturity or by call for
redemption  or tender or  otherwise,  together with the premium (if any) thereon
and all interest  accruing  thereon to the due date,  has been paid or provision
therefor made in accordance with Section 10.02, all interest on such Bonds shall
cease to accrue on the due date and all  liability of the Issuer with respect to
such Bonds shall likewise cease, except as hereinafter provided. Thereafter, (a)
any  surplus  balance  held by the Trustee  with  respect to such Bonds over the
principal  of,  premium  (if any) on and actual  interest  accrued on such Bonds
<PAGE>
shall be paid to the Agent as a return of excess  funds  drawn under the Letters
of Credit (or, if the Rating  Agencies shall have confirmed their ratings of the
Bonds in connection  with the  provision for payment of the Bonds,  such surplus
shall be paid as may otherwise be approved by the Rating  Agencies in connection
with such  confirmation)  and (b) the Holders of such Bonds shall be  restricted
exclusively  to the funds so deposited for any claim of  whatsoever  nature with
respect to such Bonds,  and the Trustee  shall hold such funds in trust for such
Holders  uninvested  and  without  liability  for  interest  thereon.  Moneys so
deposited  with the Trustee  which  remain  unclaimed  five years after the date
payment  thereof becomes due shall, at the request of the Company (or the Agent)
and if neither the Issuer nor the Company is at the time to the knowledge of the
Trustee in default with respect to any covenant contained in the Indenture,  the
Bonds or the  Lease,  be paid to the  Company  (or to the Agent as  provided  in
Section  10.01 with respect to surplus  balances),  and the Holders of the Bonds
for which the deposit was made shall  thereafter  be limited to a claim  against
the Company;  provided that the Trustee,  before making  payment to the Company,
may, at the expense of the Company, cause a notice to be given to the Holders at
their registered addresses,  stating that the moneys remaining unclaimed will be
returned to the Company after a specified date.

         Section  10.04.  Survival of Certain  Provisions.  Notwithstanding  the
foregoing,  any  provisions  of this  Indenture  which relate to the maturity of
Bonds,  interest payments and dates thereof,  optional and mandatory  redemption
provisions,  credit  against  mandatory  sinking  fund  requirements,  exchange,
transfer and registration of Bonds,  replacement of mutilated,  lost, wrongfully
taken or destroyed Bonds, safekeeping and cancellation of Bonds,  nonpresentment
of Bonds,  holding of moneys in trust,  payment of moneys to the Company and the
Agent,  and the duties of the Trustee in connection  with all of the  foregoing,
shall  remain  in  effect  and be  binding  upon  the  Trustee  and the  Holders
notwithstanding  the release and discharge of this Indenture.  The provisions of
this Article  shall  survive the release,  discharge  and  satisfaction  of this
Indenture.

                               (End of Article X)
<PAGE>
                                   ARTICLE XI

                                 MISCELLANEOUS


         SECTION 11.01. Limitation of Rights; No Personal Recourse

                  (a) With the exception of rights  conferred  expressly in this
Indenture,  nothing  expressed  or  mentioned  in  or to be  implied  from  this
Indenture  or the Bonds is intended or shall be  construed to give to any Person
other than the parties hereto, the Company,  the Remarketing Agent, the Indexing
Agent,  the Agent and the  Holders  of the Bonds any legal or  equitable  right,
remedy, power or claim under or with respect to this Indenture or any covenants,
agreements, conditions and provisions contained herein.

                  (b) This  Indenture  does not pledge the general credit of the
Issuer.  The liability of the Issuer hereunder and under the Bonds and the Lease
shall be limited to its interest in the Trust Estate.

                  (c) No covenant or agreement contained in this Indenture,  the
Bonds or the Lease  shall be  deemed  to be the  covenant  or  agreement  of any
manager, member, director, officer, attorney, agent or employee of the Issuer in
an individual  capacity.  No recourse  shall be had for the payment of any claim
based thereon against any manager, member, director, officer, agent, attorney or
employee of the Issuer past, present or future, or its successors or assigns, as
such, either directly or through the Issuer, or any successor entity, whether by
virtue  of any  constitutional  provision,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty, or otherwise.

         Section 11.02.  Severability.  In case any section or provision of this
Indenture, or any covenant, agreement,  stipulation,  obligation, act or action,
or part thereof, made, assumed,  entered into or taken under this Indenture,  or
any application  thereof, is held to be illegal or invalid for any reason, or is
inoperable at any time, such illegality,  invalidity or inoperability  shall not
affect the remainder thereof or any other section or provision of this Indenture
or any other covenant,  agreement,  stipulation,  obligation,  act or action, or
part thereof, made, assumed,  entered into or taken under this Indenture, all of
which shall be construed and enforced at the time as if the illegal,  invalid or
inoperable portion were not contained therein.

         SECTION 11.03. Notices

                  (a) Any notice, request, complaint, demand or other instrument
or document to be given  hereunder  shall be given and shall be deemed  given if
hand delivered, transmitted by confirmed facsimile (with written confirmation to
follow) or sent by nationally  recognized private overnight courier or certified
or  registered  mail,  in each case with  confirmation  of delivery and delivery
charges prepaid,  addressed to the Issuer, the Trustee,  the Company, the Agent,
the Indexing Agent and the Remarketing Agent, as the case may be, as follows:

                      (i) If to the Issuer, at Movieplex Realty Leasing, L.L.C.,
Two World Trade Center,  Suite 2112,  New York, New York 10048,  Attention:  Mr.
Roger J. Burns, Vice President.

                      (ii) If to the  Trustee,  at First  Union  National  Bank,
Trustee,  999  Peachtree  Street,  N.E.,  Suite  1100,  Atlanta,  Georgia  30309
Attention: Corporate Trust Department;
<PAGE>
                     (iii) If to the Company,  at Carmike  Cinemas,  Inc.,  1301
First Avenue, Columbus, Georgia 31901-2109, Attention: Mr. John O. Barwick, III;

                      (iv)  If  to  the  Agent,  at  Wachovia  Bank,  N.A.,  191
Peachtree Street,  N.E., Atlanta,  Georgia 30303-1757,  Attention:  Syndications
Group;  with a copy to Wachovia Bank,  N.A., 191 Peachtree  Street,  N.E.,  30th
Floor, Atlanta, Georgia 30303-1757, Attention: Mr. Doug Strickland;

                      (v) If to the Remarketing  Agent,  at RealVest  Securities
Corporation,  Two World Trade Center, New York, New York 10048-0203,  Attention:
Mr. Gilbert Sandler.

                      (vi) If to the  Indexing  Agent,  at  RealVest  Securities
Corporation, Two World Trade Center, New York, New York 10048-0203, Attention:
Mr. Gilbert Sandler.

                  (b) The  foregoing  parties  may  designate,  by notice  given
hereunder,  any further or different  addresses to which any subsequent  notice,
request, demand or other instrument or document shall be sent. The Trustee shall
designate,  by notice to the Issuer, the Company,  the Agent, the Indexing Agent
and the Remarketing  Agent addresses to which notices or copies thereof shall be
sent to the Trustee's agents hereunder.

                  (c) The Trustee  hereby  agrees to send written  notice to the
Rating  Agencies upon the  occurrence of any of the  following  events:  (1) any
change in the Trustee, the Indexing Agent or the Remarketing Agent or any tender
agent or paying  agent;  (2) any  amendment  to the  Indenture,  the Lease,  the
Reimbursement   Agreement  or  the  Letters  of  Credit;  (3)  any  termination,
expiration  or extension  of the Letters of Credit;  (4) the  conversion  of the
interest  rate on the  Bonds  from the  Weekly  Mode to the Term  Note;  and (5)
payment of all principal, interest and premium, if any, on all of the Bonds.

                  (d)  Bondholder  notices  shall be given by first  class  mail
addressed  to each  Holder  at his,  her or its  address  as it  appears  on the
Register.  Copies of all notices to the Trustee,  the Issuer,  the Company,  the
Remarketing  Agent, the Indexing Agent or the Holders shall also be given to the
Agent.

         Section  11.04.  Suspension  of Mail If  because of the  suspension  of
delivery of first  class mail or, for any other  reason,  the  Trustee  shall be
unable  to mail by first  class  mail any  notice  required  to be mailed by the
provisions of this  Indenture,  the Trustee shall give such notice in such other
manner as in the  judgment of the  Trustee  shall most  effectively  approximate
first class  mailing  thereof,  and the giving of that notice in that manner for
all  purposes of this  Indenture  shall be deemed to be in  compliance  with the
requirement for the mailing thereof.  Except as otherwise  provided herein,  the
mailing of any notice  shall be deemed  complete  upon deposit of that notice in
the mail and the giving of any notice by any other  means of  delivery  shall be
deemed complete upon receipt of the notice by the delivery service.

         Section 11.05. Payments Due on Saturdays,  Sundays and Holidays. If any
Interest  Payment  Date,  date of  maturity  of any  Bonds,  or date  fixed  for
redemption  of any Bonds is a Saturday,  Sunday or a day on which the Trustee or
any paying agent is required or authorized by law (including  without limitation
executive  orders) to close and is closed,  then payment of interest,  principal
and any  redemption  premium need not be made by the Trustee or any paying agent
<PAGE>
on that date, but that payment may be made on the next  succeeding  Business Day
on which the  Trustee or any  paying  agent is open for  business  with the same
force and effect as if that payment were made on the Interest Payment Date, date
of maturity or date fixed for  redemption,  and no interest shall accrue for the
period after that date; provided that if the Trustee is open for business on the
applicable Interest Payment Date, date of maturity or date fixed for redemption,
it shall make any payment required hereunder with respect to payment of interest
on outstanding  Bonds and payment of principal of and premium on Bonds presented
to it for  payment,  regardless  of whether  any paying  agent shall be open for
business or closed on the applicable  Interest Payment Date, date of maturity or
date fixed for redemption.

         SECTION 11.06. Instruments of Holders

                  (a) Any writing,  including  without  limitation  any consent,
request,  direction,  approval,  objection  or  other  instrument  or  document,
required  under this Indenture to be executed by any Holder may be in any number
of  concurrent  writings of similar  tenor and may be executed by that Holder in
person  or by an  agent  or  attorney  appointed  in  writing.  Proof of (1) the
execution of any such writing,  (2) the execution of any writing  appointing any
agent or attorney,  and (3) the ownership of Bonds,  shall be sufficient for any
of the purposes of this Indenture,  if made in the following  manner,  and if so
made,  shall be  conclusive  in favor of the  Trustee  with regard to any action
taken thereunder, namely:

                      (i) The fact and date of the  execution  by any  person of
any writing may be proved by the certificate of any officer in any jurisdiction,
who has power by law to take acknowledgments within that jurisdiction,  that the
person signing the writing  acknowledged that execution before that officer,  or
by affidavit of any witness to that execution; and

                      (ii) The fact of ownership of Bonds shall be proved by the
Register maintained by the Trustee.

                  (b) Nothing  contained  herein shall be construed to limit the
Trustee to the foregoing proof, and the Trustee may accept any other evidence of
the  matters  stated  therein  which  it deems to be  sufficient.  Any  writing,
including  without  limitation  any  consent,  request,   direction,   approval,
objection or other instrument or document,  of the Holder of any Bond shall bind
every future Holder of the same Bond,  with respect to anything done or suffered
to be done by the Issuer,  the Trustee,  the Indexing  Agent or the  Remarketing
Agent pursuant to that writing.

         Section  11.07.  Binding  Effect.  This  Indenture  shall  inure to the
benefit  of and shall be  binding  upon the  Issuer  and the  Trustee  and their
respective  successors  and  assigns,   subject,  however,  to  the  limitations
contained herein.

         Section  11.08.  Counterparts.  This  Indenture  may be executed in any
number of  counterparts,  each of which shall be regarded as an original and all
of which shall constitute but one and the same instrument.

         Section  11.09.  Governing  Law. This  Indenture and the Bonds shall be
deemed to be contracts  made under the laws of the New York and for all purposes
shall be governed by and construed in accordance with the laws of the New York.

                               (End of Article XI)


<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Indenture to be executed
and  delivered on its behalf by one of its  Authorized  Representatives  and the
Trustee has caused this  Indenture to be executed and delivered on its behalf by
one of its  duly  authorized  officers  and its  corporate  seal to be  hereunto
affixed and  attested by one of its duly  authorized  officers all as of the day
and year first above written.

[SEAL]                                             MOVIEPLEX REALTY LEASING,
                                                   L.L.C., Issuer

                                             By:   RANDOLPH, HUDSON & CO.,
                                                   INC., Manager
WITNESS:


        /s/Susan Forsyth                     By:   /s/Roger J. Burns
        ----------------                           -----------------
 Name:  Susan Forsyth                      Name:   Roger J. Burns
Title:  Asst. Secretary                   Title:   Vice President

[SEAL]                                             FIRST UNION NATIONAL BANK,
                                                   as Trustee
WITNESS:


       /s/Douglas Milner                    By:   /s/Emily E. Katt
       -----------------                          ----------------  
Name:  Douglas Milner                     Name:   Emily E. Katt
Title: Vice President                    Title:   Vice President


         This execution page is part of the Trust Indenture dated as of November
1, 1997 between  Movieplex Realty Leasing,  L.L.C.,  as Issuer,  and First Union
National Bank, as Trustee.