<PAGE>

                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

                                O'CHARLEY'S INC.,

                                   as Issuer,

                             SUBSIDIARY GUARANTORS,

                                 as Guarantors,

                                       and

                              THE BANK OF NEW YORK,

                                   as Trustee

                                    INDENTURE

                          DATED AS OF NOVEMBER 4, 2003

                      9% SENIOR SUBORDINATED NOTES DUE 2013

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                                TABLE OF CONTENTS

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                                              ARTICLE ONE

                              DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions..........................................................................     1
Section 1.02.     Other Definitions....................................................................    20
Section 1.03.     Incorporation by Reference of Trust Indenture Act....................................    21
Section 1.04.     Rules of Construction................................................................    21

                                              ARTICLE TWO

                                               THE NOTES

Section 2.01.     Form and Dating......................................................................    22
Section 2.02.     Execution and Authentication.........................................................    23
Section 2.03.     Methods of Receiving Payments on the Notes...........................................    23
Section 2.04.     Registrar and Paying Agent...........................................................    24
Section 2.05.     Paying Agent to Hold Money in Trust..................................................    24
Section 2.06.     Lists of Holders of Notes............................................................    25
Section 2.07.     Transfer and Exchange................................................................    25
Section 2.08.     Replacement Notes....................................................................    40
Section 2.09.     Outstanding Notes; Treasury Notes....................................................    40
Section 2.10.     Temporary Notes......................................................................    41
Section 2.11.     Cancellation.........................................................................    41
Section 2.12.     Defaulted Interest...................................................................    41
Section 2.13.     CUSIP Number.........................................................................    41
Section 2.14.     Persons Deemed Owners................................................................    41
Section 2.15.     Issuance of Additional Notes.........................................................    42

                                             ARTICLE THREE

                                              REDEMPTION

Section 3.01.     Rights of Redemption.................................................................    42
Section 3.02.     Notice to Trustee....................................................................    42
Section 3.03.     Selection of Notes to Be Redeemed....................................................    42
Section 3.04.     Notice of Redemption.................................................................    43
Section 3.05.     Effect of Notice of Redemption.......................................................    44
Section 3.06.     Deposit of Redemption Price..........................................................    44
Section 3.07.     Notes Redeemed in Part...............................................................    44
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                                             ARTICLE FOUR

                                               COVENANTS

Section 4.01.     Payment of Notes.....................................................................    44
Section 4.02.     Commission Reports...................................................................    45
Section 4.03.     Compliance Certificates..............................................................    46
Section 4.04.     Maintenance of Office or Agency......................................................    46
Section 4.05.     Corporate Existence..................................................................    47
Section 4.06.     Waiver of Stay, Extension or Usury Laws..............................................    47
Section 4.07.     Payment of Taxes and Other Claims....................................................    47
Section 4.08.     Business Activities..................................................................    48
Section 4.09.     Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock..    48
Section 4.10.     Limitation on Restricted Payments....................................................    50
Section 4.11.     Limitation on Sale of Assets.........................................................    54
Section 4.12.     Limitation on Liens..................................................................    55
Section 4.13.     Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries............    56
Section 4.14.     Limitation on Transactions with Affiliates...........................................    57
Section 4.15.     Limitation on Senior Subordinated Indebtedness.......................................    59
Section 4.16.     Change of Control....................................................................    59
Section 4.17.     Designation of Restricted and Unrestricted Subsidiaries..............................    60
Section 4.18.     Limitation on Issuances and Sales of Equity Interests of Restricted Subsidiaries.....    62
Section 4.19.     Payments for Consent.................................................................    62
Section 4.20.     Limitations on Issuances of Guarantees by Restricted Subsidiaries;
                  Merger, Consolidation and Sale of Assets by Subsidiary Guarantors;
                  Release of Subsidiary Guarantees.....................................................    62
Section 4.21.     Sale and Leaseback Transactions......................................................    64
Section 4.22.     Additional Subsidiary Guarantees.....................................................    64

                                             ARTICLE FIVE

                                         SUCCESSOR CORPORATION

Section 5.01.     Merger, Consolidation or Sale of Assets..............................................    64
Section 5.02.     Successor Corporation Substituted....................................................    65

                                              ARTICLE SIX

                                         DEFAULTS AND REMEDIES

Section 6.01.     Events of Default....................................................................    66
Section 6.02.     Acceleration.........................................................................    67
Section 6.03.     Other Remedies.......................................................................    69
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Section 6.04.     Waiver of Past Defaults..............................................................    69
Section 6.05.     Control by Majority..................................................................    69
Section 6.06.     Limitation on Remedies...............................................................    69
Section 6.07.     Rights of Holders to Receive Payment.................................................    70
Section 6.08.     Collection Suit by Trustee...........................................................    70
Section 6.09.     Trustee May File Proofs of Claim.....................................................    70
Section 6.10.     Priorities...........................................................................    71
Section 6.11.     Undertaking for Costs................................................................    71

                                             ARTICLE SEVEN

                                                TRUSTEE

Section 7.01.     Duties of Trustee....................................................................    71
Section 7.02.     Rights of Trustee....................................................................    72
Section 7.03.     Individual Rights of Trustee.........................................................    73
Section 7.04.     Trustee's Disclaimer.................................................................    74
Section 7.05.     Notice of Defaults...................................................................    74
Section 7.06.     Reports by Trustee to Holders........................................................    74
Section 7.07.     Compensation and Indemnity...........................................................    74
Section 7.08.     Replacement of Trustee...............................................................    75
Section 7.09.     Successor Trustee by Merger, Etc.....................................................    76
Section 7.10.     Eligibility; Disqualification........................................................    76
Section 7.11.     Preferential Collection of Claims Against Company....................................    77

                                             ARTICLE EIGHT

                                SATISFACTION AND DISCHARGE OF INDENTURE

Section 8.01.     Termination of Company's Obligations.................................................    77
Section 8.02.     Application of Trust Money...........................................................    78
Section 8.03.     Repayment to the Company.............................................................    78
Section 8.04.     Survival.............................................................................    78
Section 8.05.     Reinstatement........................................................................    79

                                             ARTICLE NINE

                                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.     Without Consent of Holders...........................................................    79
Section 9.02.     With Consent of Holders..............................................................    80
Section 9.03.     Compliance with Trust Indenture Act..................................................    82
Section 9.04.     Revocation and Effect of Consents....................................................    82
Section 9.05.     Notation on or Exchange of Notes.....................................................    82
Section 9.06.     Trustee Protected....................................................................    83
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                                              ARTICLE TEN

                                        SUBORDINATION OF NOTES

Section 10.01.    Agreement to Subordinate.............................................................    83
Section 10.02.    Liquidation; Dissolution; Bankruptcy.................................................    83
Section 10.03.    Default on Designated Senior Debt....................................................    84
Section 10.04.    Acceleration of Notes................................................................    84
Section 10.05.    When Distribution Must Be Paid Over..................................................    85
Section 10.06.    Notice by the Company................................................................    85
Section 10.07.    Subrogation..........................................................................    85
Section 10.08.    Relative Rights......................................................................    85
Section 10.09.    Subordination May Not Be Impaired by the Company.....................................    86
Section 10.10.    Distribution or Notice to Representative.............................................    86
Section 10.11.    Rights of Trustee and Paying Agent...................................................    86
Section 10.12.    Authorization to Effect Subordination................................................    86
Section 10.13.    Amendments...........................................................................    86

                                            ARTICLE ELEVEN

                                              GUARANTEES

Section 11.01.    Unconditional Guarantee..............................................................    87
Section 11.02.    Limitation of Subsidiary Guarantor's Liability.......................................    88
Section 11.03.    Contribution.........................................................................    88
Section 11.04.    Execution and Delivery of Subsidiary Guarantees......................................    89
Section 11.05.    Severability.........................................................................    89

                                            ARTICLE TWELVE

                                SUBORDINATION OF SUBSIDIARY GUARANTEES

Section 12.01.    Guarantees Subordinated to Senior Debt...............................................    89
Section 12.02.    Liquidation; Dissolution; Bankruptcy.................................................    90
Section 12.03.    Default on Designated Senior Debt....................................................    90
Section 12.04.    Guarantees Unconditional.............................................................    91
Section 12.05.    When Distribution Must Be Paid Over..................................................    91
Section 12.06.    Notice by the Company................................................................    92
Section 12.07.    Subrogation..........................................................................    92
Section 12.08.    Relative Rights......................................................................    92
Section 12.09.    Subordination May Not Be Impaired by the Company.....................................    93
Section 12.10.    Distribution or Notice to Representative.............................................    93
Section 12.11.    Rights of Trustee and Paying Agent...................................................    93
Section 12.12.    Authorization to Effect Subordination................................................    93
Section 12.13.    Amendments...........................................................................    99
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                                           ARTICLE THIRTEEN

                                  DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01.    Option to Effect Legal Defeasance or Covenant Defeasance.............................    94
Section 13.02.    Legal Defeasance and Discharge.......................................................    94
Section 13.03.    Covenant Defeasance..................................................................    95
Section 13.04.    Conditions to Legal or Covenant Defeasance...........................................    95
Section 13.05.    Deposited Money and Government Securities to Be Held in Trust;
                  Other Miscellaneous Provisions.......................................................    97
Section 13.06.    Repayment to the Company.............................................................    97
Section 13.07.    Reinstatement........................................................................    98

                                            ARTICLE FOURTEEN

                                             MISCELLANEOUS

Section 14.01.    Trust Indenture Act Controls.........................................................    98
Section 14.02.    Notices..............................................................................    98
Section 14.03.    Communication by Holders with Other Holders..........................................    99
Section 14.04.    Certificate and Opinion as to Conditions Precedent...................................    99
Section 14.05.    Statements Required in Certificate or Opinion........................................   100
Section 14.06.    Rules by Trustee and Agents..........................................................   100
Section 14.07.    Legal Holidays.......................................................................   100
Section 14.08.    No Personal Liability of Directors, Officers, Employees and Stockholders.............   100
Section 14.09.    Governing Law........................................................................   100
Section 14.10.    No Adverse Interpretation of Other Agreements........................................   101
Section 14.11.    Successors...........................................................................   101
Section 14.12.    Duplicate Originals..................................................................   101
Section 14.13.    Severability.........................................................................   101
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Exhibit A-1       Form of 144A Global Note

Exhibit A-2       Form of Regulation S Temporary Global Note

Exhibit B         Form of Certificate of Transfer

Exhibit C         Form of Certificate of Exchange

Exhibit D         Form of Certificate from Acquiring Institutional Accredited
                  Investor

Exhibit E         Form of Supplemental Indenture

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                              CROSS-REFERENCE TABLE

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TRUST INDENTURE                                                                                   INDENTURE
  ACT SECTION                                                                                      SECTION
---------------                                                                                   ---------
<S>                                                                                              <C>
310 (a)(1)...............................................................................              7.10
     (a)(2)..............................................................................              7.10
     (a)(3) .............................................................................              7.10
     (a)(5) .............................................................................              7.08
     (b) ................................................................................              7.10
     (c) ................................................................................              7.11
311 (a)..................................................................................              7.11
     (b).................................................................................              7.11
312 (a) .................................................................................              2.06
     (b) ................................................................................             14.03
     (c) ................................................................................             14.03
313 (a) .................................................................................              7.06
     (b)(2) .............................................................................              7.06
     (c) ................................................................................              7.06
314 (a) .................................................................................        4.03; 4.04
     (c)(1) .............................................................................             14.04
     (c)(2) .............................................................................             14.04
     (e) ................................................................................             14.05
315 (e) .................................................................................              6.05
316 (a)(1)(A) ...........................................................................              6.04
317 (a)(1) ..............................................................................              6.08
318 (c) .................................................................................             14.01
</TABLE>

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

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

                                                                               6

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         INDENTURE, dated as of November 4, 2003, by and among O'CHARLEY'S INC.,
a Tennessee corporation (the "Company"), the SUBSIDIARY GUARANTORS (as defined
below) and THE BANK OF NEW YORK, a New York banking corporation, Trustee (the
"Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance, initially, of up to $125,000,000
aggregate principal amount of the Company's 9% Senior Subordinated Notes due
2013 issuable as provided in this Indenture. All actions necessary to make this
Indenture a valid and legally binding agreement of the Company and each
Subsidiary Guarantor, in accordance with its terms, have been taken.

         Each party agrees hereto as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined herein)

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.Definitions.

         "144A Global Note" means a global note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount at maturity of the Notes sold in reliance on Rule
144A.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into, or becomes a Subsidiary of, such specified Person, whether
or not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

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

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

<PAGE>

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets or rights; provided that the sale, conveyance or other disposition
of all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole shall be governed by Section 4.16 and/or Section
5.01 and not by Section 4.11 hereof; and (ii) the issuance of Equity Interests
by any of the Company's Restricted Subsidiaries or the sale by the Company or
any Restricted Subsidiary of Equity Interests in any of its Subsidiaries.
Notwithstanding the preceding, the following items shall be deemed not to be
Asset Sales: (i) any single transaction or series of related transactions that
involves assets having a fair market value of less than $1.0 million; (ii) a
transfer of assets between or among the Company and its Restricted Subsidiaries;
(iii) an issuance of Equity Interests by a Restricted Subsidiary to the Company
or to another Restricted Subsidiary; (iv) (a) the sale or lease of equipment
(other than in connection with an Expansion Equipment Sale-Leaseback
Transaction), inventory, accounts receivable or other assets in the ordinary
course of business and (b) the lease of any excess real property acquired in the
ordinary course of business, consistent with past practices, in connection with
the opening of a new store; (v) the sale or other disposition of Cash
Equivalents; (vi) a Permitted Investment or Restricted Payment that is permitted
by Section 4.10; (vii) any transfer of assets by the Company and/or any of its
Restricted Subsidiaries effected pursuant to and in accordance with the
agreements entered into in respect to the Permitted Sale and Leaseback
Transaction; (viii) any sale or disposition of any property equipment that has
become damaged, worn out, obsolete or otherwise unsuitable for use in connection
with the business of the Company or its Restricted Subsidiaries; (ix)
dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or
similar proceedings and exclusive of factoring or similar arrangements; and (x)
any sale or disposition deemed to occur in connection with creating or granting
a Permitted Lien.

         "Attributable Debt" in respect of a Sale and Leaseback Transaction by
the Company or a Restricted Subsidiary means, at the time of determination, the
present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

                                                                               2

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         "Board of Directors" means (i) with respect to a corporation, the board
of directors of the corporation; (ii) with respect to a partnership, the board
of directors of the general partner of the partnership; and (iii) with respect
to any other Person, the board or committee of such Person serving a similar
function.

         "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

         "Build-to-Suit Sale-Leaseback Transaction" means, in respect of any
real property acquired and improved by the Company or any of its Restricted
Subsidiaries (whether before or after the date of the Indenture) solely in
connection with a new store opening, any transaction occurring after the Issue
Date whereby such real property is sold by and leased back to the Company or
such Restricted Subsidiary within a period ending not later than the date that
is the earlier of (i) two years after the date such real property was acquired
and (ii) 270 days after the date that construction work to improve such real
property commenced.

         "Business Day" means any day on which the New York Stock Exchange, Inc.
is open for trading and which is not a Legal Holiday.

         "Capital Lease" means any lease of any property by the Company or any
of the Restricted Subsidiaries, as lessee, that should, in accordance with GAAP,
be classified and accounted for as a capital lease on the consolidated balance
sheet of the Company and its Subsidiaries.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a Capital Lease.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "Cash Equivalents" means (i) United States dollars and, to the extent
received by the Company or any of its Restricted Subsidiaries in the ordinary
course of business, foreign currency; (ii) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than one
year from the date of acquisition; (iii) certificates of deposit and eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating
of "B" or better; (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial

                                                                               3

<PAGE>

institution meeting the qualifications specified in clause (iii) above; (v)
commercial paper having a rating of "P-2" or better from Moody's Investors
Service, Inc. or "A-2" or better from Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and in each case maturing within
six months after the date of acquisition; (vi) securities issued and
fully-guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, rated at
least "A" by Moody's Investors Service, Inc. and Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc., and having maturities
of not more than six months from the date of acquisition; and (vii) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i) through (v) of this definition.

         "Change of Control" means the occurrence of any of the following: (i)
the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Restricted Subsidiaries, taken as a whole, to any "person" (as
that term is used in Section 13(d)(3) of the Exchange Act); (ii) the approval by
the holders of the Voting Stock of the Company of a plan relating to the
liquidation or dissolution of the Company or, if no such approval is required,
the adoption of a plan relating to the liquidation or dissolution of the
Company; (iii) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly
or indirectly, of 50% or more of the voting power of the Voting Stock of the
Company; (iv) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or (v) the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash, securities
or other property, other than any such transaction where (A) the Voting Stock of
the Company outstanding immediately prior to such transaction is converted into
or exchanged for Voting Stock (other than Disqualified Stock) of the surviving
or transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance) and (B) immediately after such transaction, no "person"
or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange
Act) becomes, directly or indirectly, the beneficial owner (as defined above) of
30% or more of the voting power of all classes of Voting Stock of the Company.

         "Clearstream" means Clearstream Banking, societe anonyme, Luxembourg.

         "Commission" means the Securities and Exchange Commission.

         "Company" means the party named as such above, until a successor
replaces such Person in accordance with the terms of this Indenture, and
thereafter means such successor.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:
(i) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision for
taxes was deducted in computing such Consolidated Net Income; plus (ii)

                                                                               4

<PAGE>

Fixed Charges to the extent deducted in computing such Consolidated Net Income;
plus (iii) depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses that were
paid in a prior period) and other non-cash expenses (excluding any such non-cash
expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period or amortization of a prepaid cash expense that was
paid in a prior period) of such Person and its Subsidiaries for such period to
the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus (iv) non-cash items
increasing such Consolidated Net Income for such period, other than the accrual
of revenue consistent with past practice, in each case, on a consolidated basis
and determined in accordance with GAAP. Notwithstanding the preceding sentence,
the provision for taxes based on the income or profits of, and the depreciation
and amortization and other non-cash expenses of, a Restricted Subsidiary of the
Company shall be added to Consolidated Net Income to compute Consolidated Cash
Flow of the Company only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that: (i) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the specified Person or a Wholly
Owned Restricted Subsidiary thereof; (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its equityholders; (iii) the Net Income of any Person
acquired during the specified period for any period prior to the date of such
acquisition shall be excluded; (iv) the cumulative effect of a change in
accounting principles shall be excluded; and (v) the Net Income (but not loss)
of any Unrestricted Subsidiary shall be excluded, whether or not distributed to
the specified Person or one of its Subsidiaries.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who: (i) was a member of such
Board of Directors on the date hereof; or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 8W, New York,
New York 10286, Attention: Corporate Trust Administration, or such other address
as the Trustee may designate from time to time by notice to

                                                                               5

<PAGE>

the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

         "Credit Agreement" means that certain Amended and Restated Senior
Credit Agreement, dated as of November 4, 2003, by and among the Company, the
lenders named therein or who may become party thereto, Wachovia Bank, National
Association, as Administrative Agent, Bank of America, N.A. and Cooperatieve
Centrale Raiffeisenboerenleenbank B.A. "Rabobank International", New York
Branch, as Co-Syndication Agents, and Amsouth Bank and Suntrust Bank, as
Co-Documentation Agents, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, renewed, refunded, replaced or
refinanced from time to time by one or more credit facilities.

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time by one or more of such facilities.

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.07 hereof,
substantially in the form of Exhibit A-1 hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.04 hereof as
the depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Credit Agreement, and (ii) after payment in full of all Obligations under
the Credit Agreement, any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more and that has been designated
by the Company as "Designated Senior Debt."

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

                                                                               6

<PAGE>

Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless and until the Company
first complies with Section 4.10. The term "Disqualified Stock" shall also
include any options, warrants or other rights that are convertible into
Disqualified Stock or that are redeemable at the option of the holder, or
required to be redeemed, prior to the date that is 91 days after the date on
which the Notes mature.

         "Domestic Subsidiary" means any Subsidiary of the Company that was
formed under the laws of the United States or any state thereof or the District
of Columbia.

         "Equipment" has the meaning ascribed to it in the UCC.

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

         "Equity Offering" means an offer and sale of Equity Interests (other
than Disqualified Stock) however designated and whether voting or non-voting,
and any and all rights or options to acquire such Equity Interests (other than
Disqualified Stock).

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Commission thereunder.

         "Exchange Notes" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Existing Indebtedness" means the aggregate principal amount of
Indebtedness of the Company and its Subsidiaries (other than Indebtedness under
the Credit Agreement and the Notes) in existence on the date hereof, until such
amounts are repaid.

         "Expansion Equipment Sale-Leaseback Transaction" means, in respect of
any Equipment acquired by the Company or any of its Restricted Subsidiaries
(whether before or after the date of this Indenture) solely in connection with a
new store opening, any transaction occurring after the Issue Date whereby such
Equipment is sold by and leased back under a Capital Lease to the Company or
such Restricted Subsidiary within a period ending not later than the date that
is 120 days after the date that such new store commences operations.

                                                                               7

<PAGE>

         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined, except as specifically provided in Section 4.11(2), in good faith
by the Board of Directors, whose determination shall be conclusive if evidenced
by a Board Resolution.

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period. In addition, for purposes of
calculating the Fixed Charge Coverage Ratio: (i) acquisitions and dispositions
of business entities or property and assets constituting a division or line of
business of any Person that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated on a pro forma basis in accordance with Regulation
S-X under the Exchange Act; (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP shall be
excluded; (iii) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP shall be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges will not be obligations
of the specified Person or any of its Subsidiaries following the Calculation
Date; and (iv) consolidated interest expense attributable to interest on any
Indebtedness (whether existing or being incurred) computed on a pro forma basis
and bearing a floating interest rate shall be computed as if the rate in effect
on the Calculation Date (taking into account any interest rate option, swap, cap
or similar agreement applicable to such Indebtedness if such agreement has a
remaining term in excess of 12 months or, if shorter, at least equal to the
remaining term of such Indebtedness) had been the applicable rate for the entire
period.

         "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of: (i) the consolidated interest expense
of such Person and its Subsidiaries for such period, whether paid or accrued,
including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations; plus (ii) the
consolidated interest of such Person and its Restricted Subsidiaries that

                                                                               8

<PAGE>

was capitalized during such period; plus (iii) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus (iv) the product of (a) all dividends, whether paid or accrued and
whether or not in cash, on any series of Disqualified Stock or preferred stock
of such Person or any of its Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,
times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP.

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

         "Global Note Legend" means the legend set forth in Section 2.07(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A-1 or Exhibit A-2 hereto, as appropriate, issued in accordance
with this Indenture.

         "Government Securities" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

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

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under: (i) interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements and other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates (or, in the case of swaps of fixed-rate to floating-rate Indebtedness, to
benefit from decreases in interest rates); (ii) commodity swap agreements,
commodity option agreements, forward contracts and other agreements or
arrangements designed to protect such Person against fluctuations in commodity
prices; and (iii) foreign exchange contracts, currency

                                                                               9

<PAGE>

swap agreements and other agreements or arrangements designed to protect such
Person against fluctuations in foreign currency exchange rates.

         "Holder" means a Person in whose name a Note is registered on the
Registrar's books.

         "incur" means, with respect to any Indebtedness, to incur, create,
issue, assume, Guarantee or otherwise become directly or indirectly liable for
or with respect to, or become responsible for, the payment of, contingently or
otherwise, such Indebtedness; provided that (i) any Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary shall be deemed
to be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary and (ii) neither the accrual of interest nor the accretion of
original issue discount nor the payment of interest in the form of additional
Indebtedness (to the extent provided for when the Indebtedness on which such
interest is paid was originally issued) shall be considered an incurrence of
Indebtedness.

         "Indebtedness" means, without duplication, with respect to any
specified Person, any indebtedness of such Person, whether or not contingent, in
respect of: (i) borrowed money; (ii) evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in respect
thereof), but excluding obligations with respect to letters of credit (including
trade letters of credit) securing obligations described in clause (v) below
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if drawn upon, to the extent such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement; (iii) banker's acceptances; (iv)
Capital Lease Obligations; (v) the balance deferred and unpaid of the purchase
price of any property which purchase price is due more than six months after the
date of placing such property in service or taking delivery and title thereto or
the completion of such services, except any such balance that constitutes an
accrued expense or trade payable; (vi) Hedging Obligations, other than Hedging
Obligations that are incurred for the purpose of protecting the Company or its
Restricted Subsidiaries against fluctuations in interest rates (or, in the case
of swaps of fixed-rate to floating-rate Indebtedness, to benefit from decreases
in interest rates), commodity prices or foreign currency exchange rates, and not
for speculative purposes, and that do not increase the Indebtedness of the
obligor outstanding at any time other than as a result of fluctuations in
interest rates, commodity prices or foreign currency exchange rates or by reason
of fees, indemnities and compensation payable thereunder; or (vii) Disqualified
Stock valued at the greater of its voluntary or involuntary maximum fixed
repurchase price plus accrued dividends, if and to the extent any of the
preceding items (other than letters of credit, Hedging Obligations and
Disqualified Stock) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes (x) all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person), provided that the amount of such Indebtedness shall be
the lesser of (A) the fair market value of such asset at such date of
determination and (B) the amount of such Indebtedness, and (y) to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness of
any other Person. For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were purchased on any date on which

                                                                              10

<PAGE>

Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Stock, such fair market value shall be determined in good faith by
the Board of Directors of the issuer of such Disqualified Stock. The amount of
any Indebtedness outstanding as of any date shall be the outstanding balance at
such date of all unconditional obligations as described above and, with respect
to contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation, and shall be: (i) the accreted value
thereof, in the case of any Indebtedness issued with original issue discount;
and (ii) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness; provided
that the obligation to repay money borrowed and set aside at the time of the
incurrence of any Indebtedness in order to pre-fund the payment of the interest
on such Indebtedness shall be deemed not to be "Indebtedness" so long as such
money is held to secure the payment of such interest.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Purchasers" means Wachovia Capital Markets, LLC and Morgan
Joseph & Co. Inc.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans or other extensions of credit (including Guarantees or other
arrangements, but excluding advances to customers or suppliers in the ordinary
course of business that are, in conformity with GAAP, recorded as accounts
receivable, prepaid expenses or deposits on the balance sheet of the Company or
its Restricted Subsidiaries and endorsements for collection or deposit arising
in the ordinary course of business), advances (excluding commission, travel and
similar advances to officers and employees made consistent with past practices),
capital contributions (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Investment in such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.10. The acquisition by the Company
or any Restricted Subsidiary of the Company of a Person that holds an Investment
in a third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary

                                                                              11

<PAGE>

in such third Person in an amount equal to the fair market value of the
Investment held by the acquired Person in such third Person in an amount
determined as provided in the final paragraph of Section 4.10.

         "Issue Date" means the date hereof, which is the date on which the
Notes are originally issued under this Indenture.

         "Letter of Transmittal" means the Letter of Transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however (1) any
gain or loss, together with any related provision for taxes on such gain (or
loss), realized in connection with (a) any asset sale outside the ordinary
course of business or (b) the disposition of any securities by such Person or
any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
such Person or any of its Restricted Subsidiaries; and (2) any extraordinary
gain or loss, together with any related provision for taxes on such
extraordinary gain or loss.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established or any
liabilities associated with the assets disposed of in such transaction,
including, without limitation, pension and other post-employment liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction, in each case, in accordance with
GAAP.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Notes" means the 9% Senior Subordinated Notes due 2013 of the Company
issued on the date hereof. For all purposes of this Indenture, the term "Notes"
shall include the Notes initially issued on the Issue Date, any Exchange Notes
to be issued and exchanged for any Notes

                                                                              12

<PAGE>

pursuant to the Registration Rights Agreement and this Indenture and any other
Notes issued after the Issue Date under this Indenture. For purposes of this
Indenture, all Notes shall vote together as one series of Notes under this
Indenture.

         "Notes Custodian" means the custodian with respect to a Global Note (as
appointed by the Depository), or any successor person thereto and shall
initially be the Trustee.

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

         "Officer" means, with respect to any Person, the Chairman of the Board,
the President, any Vice President, the Chief Financial Officer or the Treasurer
of such Person.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers, one of which must be the principal
executive, principal financial or principal accounting officer of such Person.

         "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company (or any Subsidiary
Guarantor, if applicable).

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and with respect to DTC, shall include Euroclear and
Clearstream).

         "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

         "Permitted Business" means any business conducted or proposed to be
conducted (as described in the Company's Offering Memorandum dated October 30,
2003 related to the Notes) by the Company and its Restricted Subsidiaries on the
date hereof and other businesses reasonably related, ancillary or complementary
thereto.

         "Permitted Investments" means (i) any Investment in the Company or in a
Restricted Subsidiary of the Company; (ii) any Investment in Cash Equivalents;
(iii) any Investment by the Company or any Restricted Subsidiary of the Company
in a Person, if as a result of such Investment, (a) such Person becomes a
Restricted Subsidiary of the Company; or (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company; (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.11 hereof; (v) Investments acquired solely in exchange for the
issuance of Equity Interests (other than Disqualified Stock) of the Company;
(vi) Hedging Obligations that are incurred for the purpose of protecting the
Company or its Restricted Subsidiaries against fluctuations in interest rates
(or, in the case of swaps of fixed-rate to floating-rate Indebtedness, to
benefit from decreases in interest rates), commodity prices or foreign currency
exchange rates, and not for speculative purposes, and that do not increase the
Indebtedness of the obligor outstanding at any time other than as a result of

                                                                              13

<PAGE>

fluctuations in interest rates, commodity prices or foreign currency exchange
rates or by reason of fees, indemnities and compensation payable thereunder;
(vii) stock, obligations or securities received in satisfaction of judgments or
pursuant to any plan of reorganization or similar arrangement under the
bankruptcy or insolvency of any debtor; (viii) any acquisition of assets solely
in exchange for the issuance of Equity Interests (other than Disqualified Stock)
of the Company; (ix) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;
(x) loans or advances to employees made in the ordinary course of business of
the Company or any Restricted Subsidiary not to exceed $1.0 million outstanding
at any one time for all loans or advances under this clause (x); (xi)
Investments in existence on the date of the Indenture; (xii) Guarantees issued
in accordance with Section 4.09; (xiii) other Investments in any Person having
an aggregate fair market value (measured on the date each such Investment was
made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (xiii) at that
time outstanding, not to exceed $15.0 million; and (xix) investments in "rabbi
trusts" made by the Company or a Restricted Subsidiary in connection with
executive deferred compensation arrangements entered into by the Company or such
Restricted Subsidiary in the ordinary course of business consistent with past
practice.

         "Permitted Junior Securities" means (i) Equity Interests in the Company
or any Subsidiary Guarantor or any other business entity provided for by a plan
of reorganization, or (ii) debt securities of the Company or any Subsidiary
Guarantor or any other business entity provided for by a plan of reorganization,
in each case, that are subordinated to all Senior Debt and any debt securities
issued in exchange for Senior Debt to the same extent as, or to a greater extent
than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt
under this Indenture.

         "Permitted Liens" means (i) Liens on the assets of the Company and any
Restricted Subsidiary securing Senior Debt that was permitted by the terms of
this Indenture to be incurred; (ii) Liens in favor of the Company or any
Restricted Subsidiary; (iii) Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any
Restricted Subsidiary of the Company; provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the
Company or the Restricted Subsidiary; (iv) Liens on property existing at the
time of acquisition thereof by the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to the contemplation
of such acquisition and do not extend to any property other than the property so
acquired by the Company or the Restricted Subsidiary; (v) Liens existing on the
Issue Date; (vi) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (4) of the second paragraph of Section 4.09
covering only the assets acquired with such Indebtedness; (vii) statutory and
common law Liens of landlords and carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen or other similar Liens arising in the ordinary course of
business and with respect to amounts not yet delinquent or being contested in
good faith by appropriate legal proceedings promptly instituted and diligently
conducted and for which a reserve or other appropriate provision, if any, as
shall be required in conformity with GAAP shall have been made; (viii) (a) Liens
on cash or Cash Equivalents securing Hedging Obligations of the Company or any
of its Restricted Subsidiaries that do not constitute Indebtedness or securing
letters of

                                                                              14

<PAGE>

credit that support such Hedging Obligations and (b) Liens securing Hedging
Obligations of the Company or any of its Restricted Subsidiaries that do not
constitute Indebtedness and that fix, hedge or swap interest-rate risk on the
Notes; (ix) Liens for taxes, assessments and governmental charges not yet
delinquent or being contested in good faith and for which adequate reserves have
been established to the extent required by GAAP; (x) Liens incurred or deposits
made in the ordinary course of business in connection with worker's
compensation, unemployment insurance or other social security obligations; (xi)
Liens, deposits or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of Indebtedness), leases, or other similar
obligations arising in the ordinary course of business; (xii) survey exceptions,
encumbrances, easements or reservations of, or rights of others for, rights of
way, zoning or other restrictions as to the use of properties, and defects in
title which, in the case of any of the foregoing, were not incurred or created
to secure the payment of Indebtedness, and which in the aggregate do not
materially adversely affect the value of such properties or materially impair
the use for the purpose of which such properties are held by the Company or any
Restricted Subsidiaries; (xiii) judgment and attachment Liens not giving rise to
an Event of Default and notices of lis pendens and associated rights related to
litigation being contested in good faith by appropriate proceedings and for
which adequate reserves have been made; (xiv) Liens, deposits or pledges to
secure public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds or obligations, and Liens, deposits or
pledges in lieu of such bonds or obligations, or to secure letters of credit in
lieu of our supporting the payment of such bonds or obligations; (xv) Liens on
property or assets used to defease Indebtedness that was not Incurred in
violation of the Indenture; (xvi) Liens in favor of collecting or payor banks
having a right of setoff, revocation, refund or chargeback with respect to money
or instruments of the Company or any Subsidiary on deposit with or in possession
of such banks; (xvii) any interest or title or a lessor, licensor or sublicensor
in the property subject to any lease, license or sublicense entered into in the
ordinary course of business; (xviii) Liens arising from precautionary UCC
financing statements regarding operating leases or consignments; and (xix) Liens
(other than Liens permitted by clauses (i) through (xviii)) incurred in the
ordinary course of business of the Company or any Restricted Subsidiary of the
Company with respect to obligations (other than Indebtedness) that do not exceed
$5.0 million at any one time outstanding.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (i) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus all accrued interest thereon and the amount of any reasonably determined
premium necessary to accomplish such refinancing and such reasonable expenses
incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness
has a final maturity date the same as or later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes or the Subsidiary Guarantees, such

                                                                              15

<PAGE>

Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iv) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is pari passu in right of
payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing
Indebtedness is pari passu or subordinated in right of payment to the Notes; and
(v) such Indebtedness is incurred either by the Company or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.

         "Permitted Sale and Leaseback Transaction" means the sale and leaseback
transactions to be consummated among the Company, O'Charley's Restaurant
Properties, LLC and CNL Funding 2001-A LP or any affiliate thereof after the
Issue Date pursuant to purchase agreements and leases to be entered into
effectuating a letter of intent dated September 2, 2003 between the Company and
CNL Restaurant Capital, LP, as amended pursuant to a letter agreement dated
October 29, 2003, and as such letter of intent may be further amended to provide
for additional sale and leaseback transactions, provided that the total number
of O'Charley's restaurant properties to be sold and leased back pursuant to such
transactions after the Issue Date shall not exceed 20 and the total gross
proceeds derived therefrom shall not exceed $35 million.

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

         "Private Placement Legend" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Redemption Date" when used with respect to any Note to be redeemed
means the date fixed for such redemption pursuant to Article Three of the this
Indenture and paragraphs 7 and 10 of the form of Note attached hereto as Exhibit
A-1 and Exhibit A-2.

         "Redemption Price" when used with respect to any Note to be redeemed
pursuant to any provision of this Indenture means the price at which it is to be
redeemed pursuant to this Indenture, which shall include, in each case, any
accrued and unpaid interest to the Redemption Date.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated November 4, 2003 among the Company, the Subsidiary Guarantors and the
Initial Purchasers, or any other Registration Rights Agreement executed in
connection with the issuance of Initial Notes after the Issue Date, as the case
may be.

         "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

                                                                              16

<PAGE>

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or a Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Regulation S Temporary Global
Note upon expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Global Note Legend, the Private
Placement Legend and the Regulation S Temporary Global Note Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount at
maturity of the Securities initially sold in reliance on Rule 903 of Regulation
S.

         "Regulation S Temporary Global Note Legend" means the legend set forth
in Section 2.07(g)(iii), which is required to be placed on all Regulation S
Temporary Global Notes issued under this Indenture.

         "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Senior Debt; provided that if, and for so long
as, any such Indebtedness lacks such representative, then the Representative for
such Senior Debt shall at all times constitute the holders of a majority in
outstanding principal amount of such Indebtedness in respect of any Senior Debt.

         "Replacement Assets" means (1) non-current tangible assets that will be
used or useful in a Permitted Business, (2) substantially all the assets of a
Permitted Business or a majority of the Voting Stock of any Person engaged in a
Permitted Business that will become on the date of acquisition thereof a
Restricted Subsidiary or (3) Investments to the extent permitted under Section
4.10 (other than Investments described in clause (iv) of the definition of
"Permitted Investments").

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

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

         "Rule 144" means Rule 144 promulgated under the Securities Act.

                                                                              17

<PAGE>

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "Sale and Leaseback Transaction" means, with respect to any Person, any
transaction involving any of the assets or properties of such Person whether now
owned or hereafter acquired, whereby such Person sells or transfers such assets
or properties and then or thereafter leases such assets or properties or any
part thereof or any other assets or properties which such Person intends to use
for substantially the same purpose or purposes as the assets or properties sold
or transferred, but excluding the Permitted Sale and Leaseback Transaction, any
Build-to-Suit Sale-Leaseback Transaction and any Expansion Equipment
Sale-Leaseback Transaction.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Senior Debt" means (i) all Indebtedness of the Company or any
Subsidiary Guarantor outstanding under the Credit Facilities and all Hedging
Obligations with respect thereto, (ii) any other Indebtedness of the Company or
any Subsidiary Guarantor permitted to be incurred under the terms of this
Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Notes or any Subsidiary Guarantee, and (iii) all other
Obligations with respect to the items listed in the preceding clauses (i) and
(ii). Notwithstanding anything to the contrary in the preceding sentence, Senior
Debt shall not include (i) any liability for federal, state, local or other
taxes owed or owing by the Company or any Subsidiary Guarantor, (ii) any
Indebtedness of the Company or any Subsidiary Guarantor to any Subsidiaries or
other Affiliates of the Company, (iii) any trade payables; (iv) the portion of
any Indebtedness that is incurred in violation of this Indenture, (v) any
Indebtedness of the Company or any Subsidiary Guarantor that, when incurred, was
without recourse to the Company or such Subsidiary Guarantor, (vi) any
repurchase, redemption or other obligation in respect of Disqualified Stock or
any rights with respect thereto, or (vii) any Indebtedness owed to any employee
of the Company or any of its Subsidiaries.

         "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

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

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

                                                                              18

<PAGE>

         "Subsidiary" means, with respect to any specified Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

         "Subsidiary Guarantor" means: (i) Air Travel Services, Inc., DFI, Inc.,
O'Charley's Finance Company, Inc., O'Charley's Management Company, Inc.,
O'Charley's Restaurant Properties, LLC, O'Charley's Service Company, Inc.,
O'Charley's Sports Bar, Inc., OCI, Inc., OPI, Inc., 99 Commissary, LLC, 99
Restaurants, LLC, 99 Restaurants of Boston, LLC, 99 Restaurants of
Massachusetts, a Massachusetts Business Trust, 99 Restaurants of Vermont LLC, 99
West, Inc., Stoney River Management Company, Inc., Stoney River, LLC and Stoney
River Legendary Management, L.P.; and (ii) any other Subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture; and
their respective successors and assigns until released from their obligations
under their Subsidiary Guarantees and this Indenture in accordance with the
terms of this Indenture.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date
hereof, except as provided in Section 9.03.

         "Trust Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

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

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York, as amended, from time to time.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a permanent Global Note substantially
in the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                                                                              19

<PAGE>


         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution in compliance with Section 4.17 hereof and any Subsidiary of
such Subsidiary.

         "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

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

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by (ii) the then outstanding principal
amount of such Indebtedness.

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

Section 1.02.Other Definitions.

         Term Defined in Section

<TABLE>
<S>                                                                                                     <C>
"Additional Notes"...................................................................................    2.15
"Affiliate Transaction"..............................................................................    4.14
"Asset Sale Offer"...................................................................................    4.11
"Authentication Order"...............................................................................    2.02
"Bankruptcy Law".....................................................................................    6.01
"Change of Control Offer"............................................................................    4.16
"Change of Control Payment"..........................................................................    4.16
"Change of Control Payment Date".....................................................................    4.16
"Covenant Defeasance"................................................................................   13.03
"Custodian"..........................................................................................    6.01
"DTC"................................................................................................    2.04
"Event of Default"...................................................................................    6.01
"Excess Proceeds"....................................................................................    4.11
"Funding Guarantor"..................................................................................   11.03
"interest"...........................................................................................    4.01
"Legal Defeasance"...................................................................................   13.02
"Legal Holiday"......................................................................................   14.07
"nonpayment default".................................................................................   10.03
"Note Register"......................................................................................    2.04
</TABLE>

                                                                              20

<PAGE>


<TABLE>
<S>                                                                                                     <C>
"Paying Agent".......................................................................................    2.04
"Payment Blockage Notice"............................................................................   10.03
"Permitted Debt".....................................................................................    4.09
"Registrar"..........................................................................................    2.04
"Restricted Payments"................................................................................    4.10
"Subsidiary Guarantee"...............................................................................   11.01
</TABLE>

Section 1.03.Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms, if used in this Indenture, have the following meanings:

         "Commission" means the Commission.

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

         "indenture trustee" means the Trustee.

         "obligor" on the indenture securities means the Company, the Subsidiary
Guarantors and any other obligor on the Notes or the Subsidiary Guarantees.

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

Section 1.04 .Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

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

                  (5)      any gender used in this Indenture shall be deemed to
         include the neuter, masculine or feminine genders;

                  (6)      provisions apply to successive events and
         transactions;

                  (7)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other Subdivision; and

                                                                              21

<PAGE>


                  (8)      references to sections and articles refer to sections
         and articles of this Indenture unless the context indicates otherwise.

                                   ARTICLE TWO

                                    THE NOTES

Section 2.01.Form and Dating.

         The Initial Notes and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, the terms of
which are incorporated in and made a part of this Indenture. To the extent any
provision of any Note conflicts with the express provision of this Indenture,
the provisions of this Indenture shall control. The Notes may have such
notations, legends or endorsements approved as to form by the Company and
required, as applicable, by law, stock exchange rule, agreements to which the
Company is subject and/or usage. Each Note shall be dated the date of its
authentication. The Notes shall be issuable only in denominations of $1,000 and
integral multiples thereof. The terms of the Notes set forth in Exhibit A-1 and
Exhibit A-2 are part of the terms of this Indenture.

         (a)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibits A-1 and A-2 attached hereto (including the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A-1 attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.07 hereof.

         (b)      Notes offered and sold in reliance on Regulation S shall be
issued initially in the form of the Regulation S Temporary Global Note, which
shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Trustee, as custodian for The Depository Trust Company in New York, New
York, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Restricted Period shall be terminated upon the receipt
by the Trustee of (i) a written certificate from Euroclear and Clearstream
certifying that they have received certification of non-U.S. Person beneficial
ownership of 100% of the aggregate principal amount at maturity of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
shall take delivery of a beneficial

                                                                              22
<PAGE>

ownership interest in a 144A Global Note bearing a Private Placement Legend, all
as contemplated by (Section 2.07(a)(ii) hereof)), and (ii) an Officers'
Certificate from the Company. Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Note
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

         (c)      Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are held
by Participants through Euroclear or Clearstream.

Section 2.02. Execution and Authentication.

         Two Officers of the Company shall sign the Notes for the Company, by
manual or facsimile signature.

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

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that a
Note has been authenticated in accordance with the terms of this Indenture.

         The Trustee, upon a written order of the Company signed by two Officers
of the Company (an "Authentication Order"), shall authenticate and deliver Notes
for original issue in an aggregate principal amount specified in such order.
Such Authentication Order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated. The aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited.

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

Section 2.03. Methods of Receiving Payments on the Notes.

         If a Holder has given wire transfer instructions to the Company, the
Company shall pay all principal, interest and premium, if any, on that Holder's
Notes to an account maintained by

                                                                              23
<PAGE>

the Trustee or the Paying Agent in the State of New York, and such Trustee or
Paying Agent will make the payments in accordance with those instructions,
provided such payment is in excess of $5,000,000. All other payments on the
Notes or Subsidiary Guarantees shall be made at the office or agency of the
Paying Agent and Registrar within the State of New York.

Section 2.04. Registrar and Paying Agent.

         The Company shall maintain (i) an agency where the Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar"); and (ii) an agency where the Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Holders of Notes and of the transfer and exchange of such Notes (the "Note
Register"). The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" shall include any such
additional paying agent. The Company may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder of a Note. However, the Paying
Agent, the Registrar and any co-registrar or co-paying agent shall at all times
have and maintain their respective principal places of business in the State of
New York. The Company shall notify the Trustee and the Trustee shall, at the
Company's expense, notify the Holders of the Notes of the name and address of
any Agent not a party to this Indenture. Neither the Company nor any of its
Subsidiaries may act as Paying Agent, Registrar or co-registrar or co-paying
agent. The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the TIA. Any such agency agreement shall implement the provisions of this
Indenture that relate to such Agent. If the Company fails to maintain a
Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee
shall act as such, as appropriate, and shall be entitled to appropriate
compensation in accordance with Section 7.07.

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

         The Company initially appoints the Trustee to act as (i) Registrar and
Paying Agent, (ii) Note Custodian with respect to the Global Notes and (iii)
agent for service of notices and demands in connection with the Notes.

Section 2.05. Paying Agent to Hold Money in Trust.

         On or prior to 11:00 am Eastern Time on each due date of the principal
of, premium, if any, and interest on any Note, the Company shall deposit with
the Paying Agent a sum sufficient to pay such principal, premium, if any, and
interest when so becoming due. Any funds provided by the Company or any
Subsidiary Guarantor to the Trustee or any Paying Agent for the purpose of
making any payments on the Notes or the Subsidiary Guarantees (as the case may
be), whether pursuant to the Indenture or the Registration Rights Agreement,
must be held in an account maintained by the Trustee or such Paying Agent in the
State of New York. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of the Holders of the Notes or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, and interest on the
Notes, and shall notify the Trustee of any Default by the Company in making any
such payment. While any

                                                                              24
<PAGE>

such Default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee and accounting for any funds disbursed, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

Section 2.06. Lists of Holders of Notes.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders of Notes. If the Trustee is not the Registrar, the Company shall
furnish or cause to be furnished to the Trustee at least ten Business Days
before each interest payment date and at such other times as the Trustee may
request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes, including
the aggregate principal amount of Notes held by each such Holder of Notes.

Section 2.07. Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if:

                  (i)      the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 90 days after the date of such notice
         from the Depositary;

                  (ii)     the Company in its sole discretion determines that
         the Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; provided that in no event shall the Regulation S Temporary
         Global Note be exchanged by the Company for Definitive Notes prior to
         (x) the expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act; or

                  (iii)    there shall have occurred and be continuing a Default
         or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (i), (ii) or (iii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.08 and 2.10 hereof. Except as otherwise
provided above in this Section 2.07(a), every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant
to this Section 2.07 or Section 2.08 or 2.10 hereof, shall be authenticated and
delivered in the form of,

                                                                              25

<PAGE>

and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.07(a), however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.07(b),
(c) or (f) hereof.

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Temporary Global Note may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser).
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.07(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.07(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (B)(1)
         above; provided that in no event shall Definitive Notes be issued upon
         the transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Note prior to (x) the expiration of the Restricted
         Period and (y) the receipt by the Registrar of any certificates
         required pursuant to Rule 903 under the Securities Act. Upon
         consummation of an Exchange Offer by the Company in accordance with
         Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar of
         the instructions contained in the Letter of Transmittal delivered by
         the Holder of such beneficial interests

                                                                              26

<PAGE>

         in the Restricted Global Notes. Upon satisfaction of all of the
         requirements for transfer or exchange of beneficial interests in Global
         Notes contained in this Indenture and the Notes or otherwise applicable
         under the Securities Act, the Trustee shall adjust the principal amount
         at maturity of the relevant Global Notes pursuant to Section 2.07(h)
         hereof.

                  (iii)    Transfer of Beneficial Interests in a Restricted
         Global Note to Another Restricted Global Note. A beneficial interest in
         any Restricted Global Note may be transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in another
         Restricted Global Note if the transfer complies with the requirements
         of Section 2.07(b)(ii) above and the Registrar receives the following:

                           (A)      if the transferee shall take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof; and

                           (B)      if the transferee shall take delivery in the
                  form of a beneficial interest in the Regulation S Temporary
                  Global Note or the Regulation S Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (2) thereof.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any Holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.07(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Participating Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                             (1)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to exchange such beneficial
                                    interest for a beneficial interest in an
                                    Unrestricted Global Note, a

                                                                              27

<PAGE>

                                    certificate from such Holder in the form of
                                    Exhibit C hereto, including the
                                    certifications in item (1)(a) thereof; or

                                             (2)      if the Holder of such
                                    beneficial interest in a Restricted Global
                                    Note proposes to transfer such beneficial
                                    interest to a Person who shall take delivery
                                    thereof in the form of a beneficial interest
                                    in an Unrestricted Global Note, a
                                    certificate from such Holder in the form of
                                    Exhibit B hereto, including the
                                    certifications in item (4) thereof;

                           and, in each such case set forth in this subparagraph
                           (D), if the Registrar so requests or if the
                           Applicable Procedures so require, an Opinion of
                           Counsel in form reasonably acceptable to the
                           Registrar to the effect that such exchange or
                           transfer is in compliance with the Securities Act and
                           that the restrictions on transfer contained herein
                           and in the Private Placement Legend are no longer
                           required in order to maintain compliance with the
                           Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c)      Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                  (i)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any Holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A)      if the Holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such Holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the

                                                                              28

<PAGE>

                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (2)
                  thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.07(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.07(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the Holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii)     Beneficial Interests in Regulation S Temporary Global
         Note to Definitive Notes. Notwithstanding Sections 2.07(c)(i)(A) and
         (C) hereof, a beneficial interest in the Regulation S Temporary Global
         Note may not be exchanged for a Definitive Note or transferred to a
         Person who takes delivery thereof in the form of a Definitive Note
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                                                                              29

<PAGE>

                  (iii)    Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A Holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Participating Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such Holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iv)     Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any Holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note,

                                                                              30

<PAGE>
         then, upon satisfaction of the conditions set forth in Section 2.07(b)
         (ii) hereof, the Trustee shall cause the aggregate principal amount of
         the applicable Global Note to be reduced accordingly pursuant to
         Section 2.07(h) hereof, and the Company shall execute and the Trustee
         shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.07(c)(iv) shall be registered in such name or names
         and in such authorized denomination or denominations as the Holder of
         such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.07(c)(iv) shall not bear the Private Placement Legend.

         (d)      Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                  (i)      Restricted Definitive Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (2)(b) thereof;

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof; or

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, and in the case of clause
         (C) above, the Regulation S Global Note.

                  (ii)     Restricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                                                                              31

<PAGE>

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Participating Broker-Dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2)      if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                  (iii)    Unrestricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                                                                              32

<PAGE>

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (e)      Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

                  (i)      Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A)      if the transfer is being made to a QIB in
                  accordance with Rule 144A under the Securities Act, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (B)      if the transfer is being made to a Non-U.S.
                  Person in an offshore transaction in accordance with Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (C)      if the transfer is being made to an
                  Institutional Accredited Investor pursuant to an exemption
                  from the registration requirements of the Securities Act, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications, certificates
                  and Opinion of Counsel required by item (3)(d) thereof, if
                  applicable; and

                           (D)      if the transfer is being made to the Company
                  or any of its Subsidiaries, a certificate to the effect set
                  forth in Exhibit B hereto, including the certification,
                  certificates and Opinion of Counsel required by item 3(b)
                  thereof, if applicable.

                  (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                                                                              33

<PAGE>

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Participating Broker-Dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Participating Broker-Dealer pursuant to the Exchange Offer
                  Registration Statement in accordance with the Registration
                  Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (2)      if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii)    Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f)      Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Participating Broker-Dealers,

                                                                              34

<PAGE>

(y) they are not participating in a distribution of the Exchange Notes and (z)
they are not affiliates (as defined in Rule 144) of the Company, and accepted
for exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount. Any Notes
that remain outstanding after the consummation of the Exchange Offer, and
Exchange Notes issued in connection with the Exchange Offer, shall be treated as
a single class of securities under this Indenture.

         (g)      Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i)      Private Placement Legend. Except as permitted below,
         each Global Note and each Definitive Note (and all Notes issued in
         exchange therefor or substitution thereof) shall bear the legend in
         substantially the following form:

                  "THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                  ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
                  UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
                  AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED
                  HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
                  THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                  THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
                  HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
                  EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
                  ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
                  SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER
                  THAT:

                           (A)      SUCH SECURITY MAY BE OFFERED, RESOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED, ONLY

                                    (1)      (a) TO A PERSON WHOM THE SELLER
                           REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
                           BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
                           ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                           RULE 144A, (b) IN A TRANSACTION MEETING THE
                           REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
                           (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN
                           A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                           904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL

                                                                              35

<PAGE>

                           "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a) (1),
                           (2), (3) OR (7) OF THE SECURITIES ACT (AN
                           "INSTITUTIONAL ACCREDITED INVESTOR ")) THAT, PRIOR TO
                           SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
                           CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
                           (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE)
                           AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
                           PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN
                           OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH
                           TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR
                           (e) IN ACCORDANCE WITH ANOTHER EXEMPTION, IF ANY,
                           FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                           ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
                           ISSUER SO REQUESTS),

                                    (2)      TO THE ISSUER, OR

                                    (3)      PURSUANT TO AN EFFECTIVE
                           REGISTRATION STATEMENT

                           AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
                           SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
                           ANY OTHER APPLICABLE JURISDICTION AND SUBJECT TO ANY
                           REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS
                           SECURITY BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR
                           ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL;
                           AND

                           (B)      THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
                  IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
                  EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
                  ABOVE.

                  THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF
                  (I) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
                  THAT IS SUBJECT TO ERISA, (II) A "PLAN" DESCRIBED IN SECTION
                  4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
                  "CODE"), (III) ANY ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY
                  OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN'S OR
                  PLAN'S INVESTMENT IN SUCH ENTITY, OR (IV) A GOVERNMENTAL PLAN
                  OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
                  SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED
                  TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
                  ("SIMILAR LAW"), UNLESS THE ACQUISITION AND HOLDING OF THIS
                  SECURITY

                                                                              36

<PAGE>

                  BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT
                  HOLDS THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED
                  TRANSACTION RESTRICTIONS UNDER ERISA AND SECTION 4975 OF THE
                  CODE OR ANY PROVISIONS OF SIMILAR LAW, AS APPLICABLE, PURSUANT
                  TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
                  ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF
                  THIS SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO
                  HAVE REPRESENTED AND WARRANTED THAT THE FOREGOING REQUIREMENTS
                  HAVE BEEN SATISFIED."

         Notwithstanding the foregoing, any Global Note or Definitive Note
         issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
         (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes
         issued in exchange therefor or substitution thereof) shall not bear the
         Private Placement Legend.

                  (ii)     Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION
                  OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
                  IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
                  AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
                  ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
                  IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
                  OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
                  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                                                                              37

<PAGE>

                  (iii)    Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
                  TO RECEIVE PAYMENT OF INTEREST HEREON.

         (h)      Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i)      General Provisions Relating to Transfers and Exchanges.

                  (i)      To permit registrations of transfers and exchanges,
         the Company shall execute and the Trustee shall authenticate Global
         Notes and Definitive Notes upon the Company's order or at the
         Registrar's request.

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

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv)     All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid and legally binding obligations of the
         Company, evidencing the same debt, and entitled to the same

                                                                              38

<PAGE>

         benefits under this Indenture, as the Global Notes or Definitive Notes
         surrendered upon such registration of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.03 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding interest payment date.

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

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

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.07 to effect a registration of transfer or exchange may be
         submitted by facsimile with the original to follow by first class mail.

         (j)      No Obligation of the Trustee.

                  (i)      The Trustee shall have no responsibility or
         obligation to any beneficial owner in a Global Note, a member of, or a
         participant in the Depository or other Person with respect to the
         accuracy of the records of the Depository or its nominee or of any
         participant or member thereof, with respect to any ownership interest
         in the Notes or with respect to the delivery to any participant,
         member, beneficial owner or other Person (other than the Depository) of
         any notice (including any notice of redemption) or the payment of any
         amount, under or with respect to such Notes. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under the Notes shall be given or made only to or upon the
         order of the registered Holders (which shall be the Depository or its
         nominee in the case of the Global Note). The rights of beneficial
         owners in the Global Note shall be exercised only through the
         Depository subject to the applicable rules and procedures of the
         Depository. The Trustee may rely and shall be fully protected in
         relying upon information furnished by the Depository with respect to
         its members, participants and any beneficial owners.

                  (ii)     The Trustee shall have no obligation or duty to
         monitor, determine or inquire as to compliance with any restrictions on
         transfer imposed under this Indenture or under applicable law with
         respect to any transfer of any interest in any Note (including any
         transfers between or among Depository participants, members or
         beneficial owners in the Global Note) other than to make any required
         delivery of such certificates and other

                                                                              39

<PAGE>

         documentation or evidence as are expressly required by, and to do so if
         and when expressly required by, the terms of this Indenture, and to
         examine the same to determine substantial compliance as to form with
         the express requirements hereof.

Section 2.08. Replacement Notes.

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

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

Section 2.09. Outstanding Notes; Treasury Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee, except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.09 as not outstanding. A Note
does not cease to be outstanding because the Company, a Subsidiary Guarantor or
any of their respective Subsidiaries or Affiliates of the Company holds such
Note.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, any Subsidiary Guarantor or an Affiliate of the Company shall be
considered as though they are not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Trust Officer of the Trustee
actually knows are so owned shall be so disregarded.

         If a Note is replaced pursuant to Section 2.08, it shall cease to be
outstanding unless the Trustee receives proof satisfactory to it that such
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.08.

         If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a Redemption Date or maturity date of the Notes, money
sufficient to pay all principal and interest payable on that date with respect
to the Notes (or portions thereof) to be redeemed or maturing, as the case may
be, and the Paying Agent is not prohibited from paying such money to the Holders
of Notes on that date pursuant to the terms of this Indenture, then on and after
that date such Notes (or portions thereof) shall cease to be outstanding and
interest thereon shall cease to accrue.

                                                                              40

<PAGE>

Section 2.10. Temporary Notes.

         Until certificates in definitive form for the Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate
certificates in temporary form for the Notes. Certificates in temporary form for
the Notes shall be substantially in the form of certificates in definitive form
for the Notes but may have such variations as the Company and the Trustee
consider appropriate for certificates in temporary form for the Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
certificates in definitive form for the Notes in exchange for certificates in
temporary form for the Notes. Until such exchange, certificates in temporary
form for the Notes shall be entitled to the same rights, benefits and privileges
as certificates in definitive form for the Notes.

Section 2.11. Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation, and shall dispose
of such canceled Notes in its customary manner.

Section 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, the
Company shall pay such defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest to the Persons who are
Holders on a subsequent record date, in each case at the rate provided in the
Notes and in Section 4.01 hereof, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
payment date. The Company shall fix or cause to be fixed any such record date
and payment date, and, at least 15 days prior to the special record date, the
Company shall mail or cause to be mailed to each Holder of a Note a notice that
states such record date, such related payment date and the amount of any such
defaulted interest to be paid to Holders of the Notes.

Section 2.13. CUSIP Number.

         The Company in issuing the Notes may use a "CUSIP" number, and, if the
Company shall do so, the Trustee shall use such CUSIP number in notices of
redemption or exchange as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in such notice or on the Notes and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company shall promptly notify the Trustee of any change in a CUSIP
number.

Section 2.14. Persons Deemed Owners.

         The Company, any Subsidiary Guarantor, the Trustee, any Paying Agent
and any authenticating agent may treat the Person in whose name any Note is
registered as the owner of such Note for the purpose of receiving payments of
principal of, premium, if any, or interest on such Note and for all other
purposes. None of the Company, any Subsidiary Guarantor, the

                                                                              41

<PAGE>

Trustee, any Paying Agent or any authenticating agent shall be affected by any
notice to the contrary.

Section 2.15. Issuance of Additional Notes.

         The Company may, subject to Article Four of this Indenture and
applicable law, issue additional Notes under this Indenture (the "Additional
Notes"). The Notes issued on the Issue Date and any additional Notes
subsequently issued shall be treated as a single class for all purposes under
this Indenture.

                                 ARTICLE THREE

                                   REDEMPTION

Section 3.01. Rights of Redemption.

         (a)      In addition to the provisions of Sections 4.11 and 4.16
hereof, the Notes are subject to redemption at any time on or after November 1,
2008, at the option of the Company, in whole or in part, subject to the
conditions and at the Redemption Prices specified in the form of Note attached
hereto as Exhibit A-1 and Exhibit A-2, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of holders of
record on relevant record dates to receive interest due on an interest payment
date).

         (b)      In addition, at any time prior to November 1, 2006, the
Company, at its option, may use the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate original principal amount of
Notes originally issued under this Indenture, subject to any restriction or
other provisions relating thereto contained in any Senior Debt, at a redemption
price of 109% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the Redemption Date (subject to the rights of holders of record on
relevant record dates to receive interest due on an interest payment date);
provided that at least 65% of the aggregate principal amount of Notes originally
issued hereunder remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); provided,
further, that any such redemption must occur within 60 days of the closing of
such Equity Offering.

Section 3.02. Notice to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of paragraph 6 of the Notes, it shall furnish to the
Trustee, at least 45 days but not more than 60 days before the Redemption Date,
an Officers' Certificate setting forth the Redemption Date, the principal amount
of Notes to be redeemed and the Redemption Price.

Section 3.03. Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed in multiples of $1,000 pro rata, by lot or by
any other method that the Trustee

                                                                              42

<PAGE>

considers fair and appropriate; provided that if the Notes are listed on any
securities exchange, such method must comply with the requirements of such
exchange. The Trustee shall make the selection from outstanding Notes not
previously called for redemption not less than 30 nor more than 60 days prior to
the Redemption Date. The Trustee may select for redemption portions of the
principal of Notes that have denominations larger than $1,000. Notes and
portions of them it selects shall be in amounts of $1,000 or whole multiples of
$1,000. Provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption. The Trustee shall notify
the Company promptly of the Notes or portions of Notes selected for redemption.

Section 3.04. Notice of Redemption.

         (a)      At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first-class mail to each
Holder of Notes to be redeemed at such Holder's registered address.

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price, including the amount of accrued
         and unpaid interest, if any, to be paid upon such redemption;

                  (3)      the aggregate principal amount of Notes being
         redeemed;

                  (4)      the name, address and telephone number of the Paying
         Agent;

                  (5)      that Notes called for redemption must be surrendered
         to the Paying Agent at the address specified in such notice to collect
         the Redemption Price;

                  (6)      that, unless the Company defaults in the payment of
         the Redemption Price or accrued interest, interest on Notes called for
         redemption ceases to accrue on and after the Redemption Date and the
         only remaining right of the Holders is to receive payment of the
         Redemption Price and accrued interest upon surrender to the Paying
         Agent of the Notes called for redemption and to be redeemed;

                  (7)      if any Note is being redeemed in part, the portion of
         the principal amount of such Note, equal to $1,000 or any integral
         multiple thereof, to be redeemed and that, after the Redemption Date,
         upon surrender of such Note, a new Note or Notes in principal amount
         equal to the unredeemed portion shall be issued;

                  (8)      the paragraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed; and

                  (9)      the CUSIP number of the Notes.

                                                                              43

<PAGE>

         (b)      At the Company's request, the Trustee shall give the notice of
redemption required in Section 3.04(a) in the Company's name and at the
Company's expense; provided, however, that the Company shall deliver to the
Trustee, at least 45 days prior to the Redemption Date, an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in Section 3.04(a).

         (c)      A notice of redemption under this Indenture may not be
conditional.

Section 3.05. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.04,
Notes called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to the Paying Agent, such Notes shall be paid
at the Redemption Price, plus accrued interest to the Redemption Date.

Section 3.06. Deposit of Redemption Price.

         Prior to 11:00 am Eastern Time on the Redemption Date, the Company
shall deposit with the Paying Agent funds available on the Redemption Date
sufficient to pay the Redemption Price of, and accrued interest on, the Notes to
be redeemed on that date. The Paying Agent shall promptly return to the Company
any money so deposited which is not required for that purpose upon the written
request of the Company, except with respect to monies owed as obligations to the
Trustee pursuant to Article Seven.

         If any Note called for redemption shall not be so paid upon redemption
because of the failure of the Company to comply with the preceding paragraph,
interest will continue to be payable on the unpaid principal and premium, if
any, including from the Redemption Date until such principal and premium, if
any, is paid, and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.07. Notes Redeemed in Part.

         Upon surrender of a Note that is to be redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder, at the expense of
the Company, a new Note equal in aggregate amount to the unredeemed portion of
the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

Section 4.01. Payment of Notes.

         The Company shall pay the principal of, premium, if any, and interest
on, the Notes on the dates and in the manner provided in the Notes and this
Indenture. Principal, premium, if any, and interest shall be considered paid on
the date due if the Trustee or Paying Agent holds on that date money deposited
by the Company designated for and sufficient to pay all principal,

                                                                              44

<PAGE>

premium, if any, and interest then due. Reference in this Indenture and the
Notes to "interest" with respect to the Notes shall include any interest payable
under the terms of the Notes, including any additional interest that accrues on
the Notes as a result of the provisions of the Registration Rights Agreement,
which additional interest on the Notes shall be due and payable as provided by
the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal, and premium, if any,
at the rate borne by the Notes to the extent lawful; and it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02. Commission Reports.

         (a)      Whether or not required by the Commission, so long as any
Notes are outstanding, the Company shall furnish to the Trustee for forwarding
to the Holders of Notes, within the time periods specified in the Commission's
rules and regulations:

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the Commission on
         Forms 10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

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

         In addition, whether or not required by the Commission, the Company
shall file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the Commission for public availability within the time
periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
Holders and prospective investors upon request. In addition, the Company and the
Subsidiary Guarantors shall, for so long as any Notes remain outstanding,
furnish to the Holders and to prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

         (b)      If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

                                                                              45

<PAGE>

         (c)      Delivery of such reports, information, and documents to the
Trustee pursuant to the provisions of this Section 4.02 is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

Section 4.03. Compliance Certificates.

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

         (b)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (and, in any event, within 10
days) upon any Officer becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

Section 4.04. Maintenance of Office or Agency.

         The Company shall maintain at all times in the Borough of Manhattan,
The City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company initially designates The Bank of New York,
101 Barclay Street, 8 West, New York, New York 10286 to be its agent for
purposes of the preceding sentence. The Company shall give prompt written notice
to the Trustee of any change in the location of such office or agency; provided
that such office or agency shall at all times be in the Borough of Manhattan,
The City of New York. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 14.02.

                                                                              46

<PAGE>

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

Section 4.05. Corporate Existence.

         Subject to the provisions of Article Five of this Indenture, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and the corporate, partnership
or other existence of each Restricted Subsidiary and all rights (charter and
statutory) and franchises of the Company and the Restricted Subsidiaries;
provided that the Company shall not be required to preserve the corporate
existence of any Restricted Subsidiary, or any such right or franchise, if the
Board of Directors of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole and that the loss thereof would not
reasonably be expected to have a material adverse effect on the ability of the
Company to perform its obligations hereunder; and provided further, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

Section 4.06. Waiver of Stay, Extension or Usury Laws.

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

Section 4.07. Payment of Taxes and Other Claims.

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

                                                                              47

<PAGE>

Section 4.08. Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

Section 4.09. Limitation on Incurrence of Additional Indebtedness and Issuance
of Preferred Stock.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, incur any Indebtedness (including
Acquired Debt), and the Company shall not permit any of its Restricted
Subsidiaries to issue any preferred stock; provided, however, that the Company
or any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock and the Restricted Subsidiaries may issue preferred
stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
would have been at least 2.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred at the beginning of such four-quarter period.

         So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this Section 4.09 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                  (1)      the incurrence by the Company or any Subsidiary
         Guarantor of Indebtedness under Credit Facilities in an aggregate
         principal amount at any one time outstanding (with letters of credit
         being deemed to have a principal amount equal to the maximum amount
         that may be drawn thereunder, without regard to any reinstatement) not
         to exceed $200.0 million, less the aggregate amount of all Net Proceeds
         of Asset Sales applied by the Company or any Restricted Subsidiary to
         permanently repay any such Indebtedness (and, in the case of any
         revolving credit Indebtedness, to effect a corresponding commitment
         reduction thereunder) pursuant to Section 4.11 hereof;

                  (2)      Existing Indebtedness;

                  (3)      the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness represented by the Notes and the related
         Subsidiary Guarantees and the Exchange Notes and the related Subsidiary
         Guarantees;

                  (4)      the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness represented by Capital Lease Obligations
         (including, without limitation, pursuant to any Expansion Equipment
         Sale-Leaseback Transaction), mortgage financings or purchase money
         obligations, in each case, incurred for the purpose of financing all or
         any part of the purchase price or cost of construction or improvement
         of property, plant or equipment used in the business of the Company or
         such Restricted Subsidiary, in an aggregate principal amount, including
         all Permitted Refinancing Indebtedness incurred to

                                                                              48

<PAGE>

         refund, refinance or replace any Indebtedness incurred pursuant to this
         clause (4), not to exceed $25.0 million at any time outstanding;

                  (5)      the incurrence by the Company or any Restricted
         Subsidiary of the Company of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
         the first paragraph of this Section 4.09 or clause (2), (3), (4), (5)
         or (12) of this paragraph;

                  (6)      the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness owing to and held
         by the Company or any of its Restricted Subsidiaries; provided,
         however, that:

                           (a)      if the Company or any Subsidiary Guarantor
                  is the obligor on such Indebtedness, such Indebtedness must be
                  unsecured and expressly subordinated to the prior payment in
                  full in cash of all Obligations with respect to the Notes, in
                  the case of the Company, or the Subsidiary Guarantee, in the
                  case of a Subsidiary Guarantor;

                           (b)      (i) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Wholly Owned
                  Restricted Subsidiary of the Company and (ii) any sale or
                  other transfer of any such Indebtedness to a Person that is
                  not either the Company or a Wholly Owned Restricted Subsidiary
                  of the Company, shall be deemed, in each case, to constitute
                  an incurrence of such Indebtedness by the Company or such
                  Restricted Subsidiary, as the case may be, that was not
                  permitted by this clause (6); and

                           (c)      Indebtedness owed to the Company or any
                  Subsidiary Guarantor must be evidenced by an unsubordinated
                  promissory note, unless the obligor under such Indebtedness is
                  the Company or a Subsidiary Guarantor;

                  (7)      the Guarantee by the Company or any Subsidiary
         Guarantor of Indebtedness of the Company or a Restricted Subsidiary of
         the Company that was permitted to be incurred by another provision of
         this Section 4.09;

                  (8)      (i) Indebtedness of the Company or any of its
         Restricted Subsidiaries under agreements providing for indemnification,
         adjustment of purchase price or similar obligations, or Guarantees or
         letters of credit, surety bonds or performance bonds securing any
         obligations of the Company or any of its Restricted Subsidiaries
         pursuant to such agreements, in any case incurred in connection with
         the disposition of any business or assets, so long as the principal
         amount does not exceed the gross proceeds actually received by the
         Company or any Restricted Subsidiary in connection with such
         disposition, and (ii) Indebtedness of the Company or any of its
         Restricted Subsidiaries represented by letters of credit for the
         account of the Company or such Restricted Subsidiary, as the case may
         be, issued in the ordinary course of business of the Company

                                                                              49

<PAGE>

         or such Restricted Subsidiary in order to provide security for workers'
         compensation claims or payment obligations in connection with
         self-insurance or similar requirements in the ordinary course of
         business and other Indebtedness with respect to worker's compensation
         claims, self-insurance obligations, performance, surety and similar
         bonds and completion guarantees provided by the Company or any of its
         Restricted Subsidiaries in the ordinary course of business;

                  (9)      the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness in respect of netting services, overdraft
         protection and otherwise in connection with deposit accounts; provided
         that such Indebtedness is extinguished within five Business Days of its
         incurrence;

                  (10)     the issuance of preferred stock by a Restricted
         Subsidiary to the Company or other Restricted Subsidiaries;

                  (11)     Indebtedness of the Company to the extent that the
         net proceeds thereof are promptly deposited to defease the Notes in
         accordance with the provisions of Article Thirteen hereof; and

                  (12)     the incurrence by the Company or any Restricted
         Subsidiary of additional Indebtedness in an aggregate principal amount
         (or accreted value, as applicable) at any time outstanding, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (12), not to
         exceed $35.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that any proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (12) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall be permitted to classify on the date of its incurrence, and
from time to time to reclassify all or a portion of, such item of Indebtedness
in any manner that complies with this Section 4.09. Indebtedness under Credit
Agreement outstanding on the date on which Notes are first issued and
authenticated under this Indenture shall be deemed to have been incurred on such
date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt.

         Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that may be Incurred pursuant to this Section 4.09 will
not be deemed to be exceeded with respect to any outstanding Indebtedness due
solely to the result of fluctuations in the exchange rates of currencies.

Section 4.10. Limitation on Restricted Payments.

         (A)      The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

                  (i)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests

                                                                              50

<PAGE>

         (including, without limitation, any payment in connection with any
         merger or consolidation involving the Company or any of its Restricted
         Subsidiaries) or to the direct or indirect holders of the Company's or
         any of its Restricted Subsidiaries' Equity Interests in their capacity
         as such (other than dividends or distributions payable in Equity
         Interests (other than Disqualified Stock) of the Company or dividends
         or distributions payable to the Company or a Restricted Subsidiary of
         the Company);

                  (ii)     purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company, or any Subsidiary of the Company (other than a Wholly Owned
         Restricted Subsidiary of the Company) or any direct or indirect parent
         of the Company held by Persons other than the Company or any Restricted
         Subsidiary;

                  (iii)    make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is subordinated to the Notes or any Subsidiary
         Guarantee, except (a) a payment of interest or principal at the Stated
         Maturity thereof or (b) a purchase or other acquisition for value in
         anticipation of satisfying a scheduled maturity, sinking fund or
         amortization obligation or principal repayment obligation, in each case
         due within one year of the date of such purchase or other acquisition;
         or

                  (iv)     make any Restricted Investment (all such payments and
         other actions set forth in clauses (i) through (iv) being collectively
         referred to as "Restricted Payments"),

     unless, at the time of and after giving effect to such Restricted Payment:

                  (1)      no Default or Event of Default shall have occurred
         and be continuing or would occur as a consequence thereof; and

                  (2)      the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such Restricted
         Payment had been made at the beginning of the applicable four-quarter
         period, have been permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
         in the first paragraph of Section 4.09; and

                  (3)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date hereof (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9),
         (10) and (12) of the next succeeding paragraph (B)), is less than the
         sum, without duplication, of:

                           (a)      50% of the Consolidated Net Income of the
                  Company for the period (taken as one accounting period) from
                  the beginning of the first fiscal quarter commencing after the
                  date hereof to the end of the Company's most recently ended
                  fiscal quarter for which internal financial statements are
                  available

                                                                              51

<PAGE>

                  at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit), plus

                           (b)      100% of the aggregate net cash proceeds
                  received by the Company since the date hereof as a
                  contribution to its common equity capital or from the issue or
                  sale of Equity Interests of the Company (other than
                  Disqualified Stock) or from the issue or sale of convertible
                  or exchangeable Disqualified Stock or convertible or
                  exchangeable debt securities of the Company that have been
                  converted into or exchanged for such Equity Interests (other
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Subsidiary of the Company); plus

                           (c)      to the extent that any Restricted Investment
                  that was made after the date hereof is sold for cash or
                  otherwise liquidated or repaid for cash, the lesser of (i) the
                  cash return of capital with respect to such Restricted
                  Investment (less the cost of disposition, if any) and (ii) the
                  initial amount of such Restricted Investment; plus

                           (d)      $5.0 million.

         (B)      So long as no Default has occurred and is continuing or would
be caused thereby (solely in the case of clause (4), (5), (6), (8) or (11)
below), the preceding provisions shall not prohibit:

                  (1)      the payment of any dividend within 60 days after the
         date of declaration thereof, if at said date of declaration such
         payment would have complied with the provisions of this Indenture;

                  (2)      the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Subsidiary Guarantor or of any Equity Interests of the Company
         (including the declaration and payment of accrued dividends on any such
         Equity Interests) in exchange for, or out of the net cash proceeds of
         the substantially concurrent sale (other than to a Subsidiary of the
         Company) of, Equity Interests of the Company (other than Disqualified
         Stock);

                  (3)      the defeasance, redemption, repurchase or other
         acquisition of Indebtedness of the Company or any Subsidiary Guarantor
         subordinated to the Notes or the Subsidiary Guarantees with the net
         cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

                  (4)      the payment of any dividend or distribution by a
         Restricted Subsidiary of the Company to the holders of its Equity
         Interests on a pro rata basis;

                  (5)      Investments acquired as a capital contribution to, or
         in exchange for, or out of the net cash proceeds of a substantially
         concurrent offering of, Capital Stock (other than Disqualified Stock)
         of the Company;

                                                                              52

<PAGE>

                  (6)      the repurchase or redemption of Equity Interests
         (other than Disqualified Stock) of the Company; provided, however, that
         the aggregate amount of any such repurchases or redemptions shall not
         exceed $25.0 million;

                  (7)      the repurchase of Capital Stock deemed to occur upon
         the exercise of options or warrants if such Capital Stock represents
         all or a portion of the exercise price thereof;

                  (8)      the declaration and payment of dividends on shares of
         Disqualified Stock of the Company issued in accordance with Section
         4.09 hereof;

                  (9)      the making of cash payments in lieu of the issuance
         of fractional shares in connection with the exercise of warrants,
         options or other securities convertible into or exchangeable for Equity
         Interests of the Company;

                  (10)     purchases of minority interests in Restricted
         Subsidiaries;

                  (11)     the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests (other than Disqualified
         Stock) of the Company, in each case, held by any current or former
         employee, officer, director or consultant of the Company or any
         Restricted Subsidiary of the Company, pursuant to any management equity
         subscription agreement, stock option, restricted stock or similar plans
         or agreements; provided that the aggregate amount paid for all such
         repurchased, redeemed, acquired or retired Equity Interests shall not
         exceed $1.0 million in any calendar year; provided, however, that the
         Company may carry forward and make in the next succeeding calendar
         year, in addition to the amount permitted for such calendar year
         pursuant to this clause (11), the amount of such purchases,
         acquisitions, redemptions or retirements for value permitted to have
         been made pursuant to this clause (11) but not made in the immediately
         preceding calendar year up to a maximum of $1.0 million; and

                  (12)     Restricted Payments not otherwise permitted in an
         amount not to exceed $15.0 million.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.10 shall be determined by the Board of Directors, whose resolution
with respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment (other than any Restricted Payment described in (B)(6) of
this Section 4.10), the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.10 were
computed. The Company shall deliver to the Trustee, not later than 15 days after
the end of each fiscal quarter in which the Company makes any Restricted Payment

                                                                              53

<PAGE>

described in (B)(6) of this Section 4.10, an Officers' Certificate stating the
total amount of such Restricted Payments described in (B)(6) of this Section
4.10 made during the immediately receding fiscal quarter and cumulatively since
the Issue Date. Each of such aforementioned Officers' Certificates shall be
accompanied by a copy of any fairness opinion or appraisal as required by this
Indenture.

Section 4.11. Limitation on Sale of Assets.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                  (1)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale at
         least equal to the fair market value of the assets or Equity Interests
         issued, sold or otherwise disposed of;

                  (2)      such fair market value (i) where such value is $5.0
         million or less, is determined by the chief executive officer or the
         chief financial officer of the Company or (ii) where such value is
         greater than $5.0 million, is determined by the Company's Board of
         Directors and evidenced by a resolution of the Board of Directors of
         the Company, and in each case, such determination is set forth in an
         Officers' Certificate delivered to the Trustee; and

                  (3)      at least 75% of the consideration therefor received
         by the Company or such Restricted Subsidiary is in the form of cash or
         Replacement Assets or a combination of both; provided that, for
         purposes of this Section 4.11, each of the following shall be deemed to
         be cash:

                           (a)      any liabilities (as shown on the Company's
                  or such Restricted Subsidiary's most recent balance sheet) of
                  the Company or any Restricted Subsidiary (other than
                  contingent liabilities and liabilities that are by their terms
                  pari passu or subordinated to the Notes or any Subsidiary
                  Guarantee and liabilities that are owed to the Company or any
                  Affiliate of the Company) that are assumed by the transferee
                  of any such assets pursuant to a customary written novation
                  agreement that releases the Company or such Restricted
                  Subsidiary from further liability; and

                           (b)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash (to the extent of the cash
                  received in that conversion) within 60 days of such Asset
                  Sale.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

                  (1)      to prepay, repay or purchase Senior Debt and, if the
         Senior Debt repaid is revolving credit Indebtedness, to correspondingly
         reduce commitments with respect thereto; provided, however, that if any
         Net Proceeds received in any Build-to-Suit Sale-

                                                                              54

<PAGE>

         Leaseback Transaction or any Expansion Equipment Sale-Leaseback
         Transaction are used to repay revolving credit Indebtedness, no
         corresponding reduction in commitments with respect thereto will be
         required; or

                  (2)      to purchase Replacement Assets or to make a capital
         expenditure in or that is used or useful in a Permitted Business or to
         enter into a commitment to do so.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." Within
30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall make an "Asset Sale Offer" to all Holders of Notes, and all
holders of other Indebtedness that is pari passu with the Notes or any
Subsidiary Guarantee containing provisions similar to those set forth in this
Indenture with respect to offers to purchase with the proceeds of sales of
assets, to purchase the maximum principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer shall be equal to 100% of principal amount of the
Notes purchased plus accrued and unpaid interest thereon to the date of
purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro
rata basis based on the principal amount of Notes and such other pari passu
Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.11, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.11 by virtue of such conflict.

Section 4.12. Limitation on Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured
on an equal and ratable basis with the obligations so secured until such time as
such obligations are no longer secured by a Lien.

                                                                              55

<PAGE>

Section 4.13. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                  (1)      pay dividends or make any other distributions on its
         Capital Stock to the Company or any of its Restricted Subsidiaries, or
         with respect to any other interest or participation in, or measured by,
         its profits, or pay any Indebtedness owed to the Company or any of its
         Restricted Subsidiaries;

                  (2)      make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (3)      transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries.

         However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under, by reason of or with respect to:

                  (1)      the Credit Agreement, Existing Indebtedness or any
         other agreements in effect on the date hereof and any amendments,
         modifications, restatements, renewals, extensions, supplements,
         refundings, replacements or refinancings thereof; provided that the
         encumbrances and restrictions in any such amendments, modifications,
         restatements, renewals, extensions, supplements, refundings,
         replacement or refinancings are no more restrictive, taken as a whole,
         than those in effect on the date hereof;

                  (2)      this Indenture, the Notes and the Subsidiary
         Guarantees;

                  (3)      applicable law;

                  (4)      any Person, or the property or assets of such Person,
         acquired by the Company or any of its Restricted Subsidiaries, existing
         at the time of such acquisition and not incurred in connection with or
         in contemplation of such acquisition, which encumbrance or restriction
         is not applicable to any Person or the properties or assets of any
         Person, other than the Person, or the property or assets of such
         Person, so acquired and any amendments, modifications, restatements,
         renewals, extensions, supplements, refundings, replacements or
         refinancings thereof; provided that the encumbrances and restrictions
         in any such amendments, modifications, restatements, renewals,
         extensions, supplements, refundings, replacement or refinancings are no
         more restrictive, taken as a whole, than those in effect on the date of
         the acquisition;

                  (5)      customary supermajority voting provisions and
         customary provisions with respect to the disposition or distribution of
         assets or property, in each case contained in joint venture agreements;

                                                                              56

<PAGE>

                  (6)      in the case of clause (3) of the first paragraph of
         this Section 4.13:

                           (a)      that restrict in a customary manner the
                  subletting, assignment or transfer of any property or asset
                  that is a lease, license, conveyance or contract or similar
                  property or asset,

                           (b)      existing by virtue of any transfer of,
                  agreement to transfer, option or right with respect to, or
                  Lien on, any property or assets of the Company or any
                  Restricted Subsidiary not otherwise prohibited by the
                  Indenture, or

                           (c)      arising or agreed to in the ordinary course
                  of business, not relating to any Indebtedness, and that do
                  not, individually or in the aggregate, detract from the value
                  of property or assets of the Company or any Restricted
                  Subsidiary in any manner material to the Company or any
                  Restricted Subsidiary;

                  (7)      any agreement for the sale or other disposition of
         all or substantially all of the Capital Stock of, or property and
         assets of, a Restricted Subsidiary;

                  (8)      Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more restrictive, taken as a whole,
         than those contained in the agreements governing the Indebtedness being
         refinanced;

                  (9)      contained in the terms of any Indebtedness or any
         agreement pursuant to which such Indebtedness was issued if:

                           (a)      the encumbrance or restriction applies only
                  in the event of a payment default or a default with respect to
                  a financial covenant contained in such Indebtedness or
                  agreement,

                           (b)      the encumbrance or restriction is not
                  materially more disadvantageous to the Holders of the Notes
                  than is customary in comparable financings (as determined by
                  the Company in good faith), and

                           (c)      the Company determines that any such
                  encumbrance or restriction will not materially affect the
                  Company's ability to make principal or interest payments on
                  the Notes.

Section 4.14. Limitation on Transactions with Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into, make, amend, renew or extend any transaction,
contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

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                  (1)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable arm's-length
         transaction by the Company or such Restricted Subsidiary with a Person
         that is not an Affiliate of the Company; and

                  (2)      the Company delivers to the Trustee:

                           (a)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $2.5 million, a resolution of the
                  Board of Directors set forth in an Officers' Certificate
                  certifying that such Affiliate Transaction or series of
                  related Affiliate Transactions complies with this Section 4.14
                  and that such Affiliate Transaction or series of related
                  Affiliate Transactions has been approved by a majority of the
                  disinterested members of the Board of Directors; and

                           (b)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, an opinion as to the
                  fairness to the Company or such Restricted Subsidiary of such
                  Affiliate Transaction or series of related Affiliate
                  Transactions from a financial point of view issued by an
                  independent accounting, appraisal or investment banking firm
                  of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

                  (1)      transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (2)      payment of reasonable and customary directors' fees
         and reasonable and customary indemnification and similar arrangements;

                  (3)      Permitted Investments and Restricted Payments that
         are permitted by Section 4.10 hereof;

                  (4)      any sale of Equity Interests (other than Disqualified
         Stock) of the Company;

                  (5)      any transaction with a Person that would constitute
         an Affiliate Transaction solely because the Company or a Restricted
         Subsidiary owns Equity Interests in or controls such Person;

                  (6)      any employment agreement or other employee
         compensation arrangements entered into by the Company or any of its
         Restricted Subsidiaries in the ordinary course of business; and

                  (7)      transactions entered into pursuant to any agreement
         existing on the date of the Indenture.

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Section 4.15. Limitation on Senior Subordinated Indebtedness.

         The Company shall not incur any Indebtedness that is subordinate or
junior in right of payment to any Senior Debt of the Company unless it is pari
passu or subordinate in right of payment to the Notes. No Subsidiary Guarantor
shall incur any Indebtedness that is subordinate or junior in right of payment
to the Senior Debt of such Subsidiary Guarantor unless it is pari passu or
subordinate in right of payment to such Subsidiary Guarantor's Subsidiary
Guarantee. For purposes of the foregoing, no Indebtedness will be deemed to be
subordinated or junior in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured or by virtue of the fact that the
holders of any secured Indebtedness have entered into intercreditor agreements
giving one or more of such holders of Secured Indebtedness priority over the
other holders of Secured Indebtedness in the collateral held by them.

Section 4.16. Change of Control.

         (a)      If a Change of Control occurs, each Holder of Notes shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of such Holder's Notes pursuant to the offer
described in this Section 4.16 (the "Change of Control Offer") at an offer price
in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and stating (1) that the Change of Control
Offer is being made pursuant to this Section 4.16 and that all Notes tendered
will be accepted for payment; (2) the purchase price and the purchase date,
which shall be no earlier than 30 days and no later than 90 days from the date
such notice is mailed (the "Change of Control Payment Date"); (3) that any Note
not tendered shall continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted for
payment pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date; (5) that Holders electing to have any
Notes purchased pursuant to a Change of Control Offer shall be required to
surrender the Notes, with the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; (6) that Holders shall be entitled
to withdraw their election if the Paying Agent receives, not later than the
close of business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Indenture relating to such
Change of Control Offer, the Company shall comply with the applicable securities
laws and

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<PAGE>

regulations and shall not be deemed to have breached its obligations under this
Section 4.16 by virtue of such compliance.

         (b)      By 11:00 a.m. (noon) Eastern Time on the Change of Control
Payment Date, the Company shall, to the extent lawful, (1) accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (2) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so tendered, and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail or wire transfer to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each such new Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Prior to complying with this Section 4.16, but in any
event within 60 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.16. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

         (c)      Notwithstanding anything to the contrary in this Section 4.16,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.16 and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

Section 4.17. Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary; provided that:

                  (1)      any Guarantee by the Company or any Restricted
         Subsidiary of any Indebtedness of the Subsidiary being so designated
         shall be deemed to be an incurrence of Indebtedness by the Company or
         such Restricted Subsidiary (or both, if applicable) at the time of such
         designation, and such incurrence of Indebtedness would be permitted
         under the covenant described above under Section 4.09 hereof;

                  (2)      the aggregate fair market value of all outstanding
         Investments owned by the Company and its Restricted Subsidiaries in the
         Subsidiary being so designated (including any Guarantee by the Company
         or any Restricted Subsidiary of any Indebtedness of the such
         Subsidiary) shall be deemed to be a Restricted Investment made as of
         the time of such designation and that such Investment would be
         permitted under Section 4.10 hereof;

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                  (3)      such Subsidiary does not own any Equity Interests of,
         or hold any Liens on any property of, the Company or any Restricted
         Subsidiary; and

                  (4)      the Subsidiary being so designated:

                           (a)      is not party to any agreement, contract,
                  arrangement or understanding with the Company or any
                  Restricted Subsidiary of the Company unless the terms of any
                  such agreement, contract, arrangement or understanding are no
                  less favorable to the Company or such Restricted Subsidiary
                  than those that might be obtained at the time from Persons who
                  are not Affiliates of the Company;

                           (b)      is a Person with respect to which neither
                  the Company nor any of its Restricted Subsidiaries has any
                  direct or indirect obligation (a) to subscribe for additional
                  Equity Interests or (b) to maintain or preserve such Person's
                  financial condition or to cause such Person to achieve any
                  specified levels of operating results; and

                           (c)      has at least one director on its Board of
                  Directors that is not a director or officer of the Company or
                  any of its Restricted Subsidiaries and has at least one
                  executive officer that is not a director or officer of the
                  Company or any of its Restricted Subsidiaries; and

                  (5)      no Default or Event of Default would be in existence
         following such designation.

         Any designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by this Indenture.

         The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

                  (1)      such designation shall be deemed to be an incurrence
         of Indebtedness by a Restricted Subsidiary of the Company of any
         outstanding Indebtedness of such Unrestricted Subsidiary and such
         designation shall only be permitted if such Indebtedness is permitted
         under Section 4.09 hereof, calculated on a pro forma basis as if such
         designation had occurred at the beginning of the four-quarter reference
         period;

                  (2)      all outstanding Investments owned by such
         Unrestricted Subsidiary shall be deemed to be made as of the time of
         such designation and such Investments shall only be permitted if such
         Investments would be permitted under Section 4.10 hereof;

                  (3)      all Liens of such Unrestricted Subsidiary existing at
         the time of such designation would be permitted under Section 4.12
         hereof; and

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                  (4)      no Default or Event of Default would be in existence
         following such designation.

Section 4.18. Limitation on Issuances and Sales of Equity Interests of
Restricted Subsidiaries.

         The Company shall not transfer, convey, sell, lease or otherwise
dispose of, and shall not permit any of its Restricted Subsidiaries to issue,
transfer, convey, sell, lease or otherwise dispose of, any Equity Interests in
any Restricted Subsidiary of the Company to any Person (other than the Company
or a Wholly Owned Restricted Subsidiary of the Company or, if necessary, shares
of its Capital Stock constituting directors' qualifying shares or issuances of
shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals,
to the extent required by applicable law), except:

                  (1)      if, immediately after giving effect to such issuance,
         transfer, conveyance, sale, lease or other disposition, such Restricted
         Subsidiary would no longer constitute a Restricted Subsidiary, any
         Investment in such Person remaining after giving effect to such
         issuance or sale would have been permitted to be made under Section
         4.10 hereof if made on the date of such issuance or sale; and

                  (2)      the Company or such Restricted Subsidiary complies
         with Section 4.11 hereof.

Section 4.19. Payments for Consent.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section  4.20. Limitations on Issuances of Guarantees by Restricted
               Subsidiaries; Merger, Consolidation and Sale of Assets by
               Subsidiary Guarantors; Release of Subsidiary Guarantees.

         (A)      The Company shall not permit any of its Restricted
Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company, unless such
Restricted Subsidiary is a Subsidiary Guarantor or simultaneously executes and
delivers a supplemental indenture providing for a Subsidiary Guarantee by such
Restricted Subsidiary of the Notes, which Subsidiary Guarantee shall be senior
to or pari passu with such Subsidiary's Guarantee of or pledge to secure such
other Indebtedness unless such other Indebtedness is Senior Debt, in which case
such Subsidiary's Subsidiary Guarantee may be subordinated to the Guarantee of
such Senior Debt to the same extent as the Notes are subordinated to such Senior
Debt.

         (B)      A Subsidiary Guarantor shall not sell or otherwise dispose of
all or substantially all of its assets to, or consolidate with or merge with or
into (whether or not such Subsidiary

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<PAGE>

Guarantor is the surviving Person), another Person, other than the Company or
another Subsidiary Guarantor, unless:

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

                  (2)      either:

                           (a)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger is a corporation organized or
                  existing under the laws of the United States, any state
                  thereof or the District of Columbia and assumes all the
                  obligations of such Subsidiary Guarantor under this Indenture,
                  its Subsidiary Guarantee and the Registration Rights Agreement
                  pursuant to a supplemental indenture satisfactory to the
                  Trustee and in accordance with the provisions of Section 4.22;
                  or

                           (b)      such sale or other disposition complies with
                  Section 4.11 hereof, including the application of the Net
                  Proceeds therefrom.

         (C)      The Subsidiary Guarantee of a Subsidiary Guarantor shall be
released:

                  (1)      in connection with any sale or other disposition of
         all of the Capital Stock of a Subsidiary Guarantor to a Person that is
         not (either before or after giving effect to such transaction) a
         Subsidiary of the Company, if the sale or other disposition complies
         with Section 4.11 hereof;

                  (2)      at such time as such Subsidiary Guarantor no longer
         Guarantees any other Indebtedness of the Company;

                  (3)      if the Company properly designates any Restricted
         Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary
         pursuant to Section 4.17 hereof;

                  (4)      in connection with any sale or other disposition of
         all or substantially all of the assets of that Subsidiary Guarantor
         (including by way of merger or consolidation) to a Person that is not
         (either before or after giving effect to such transaction) a Subsidiary
         of the Company, if the sale or other disposition complies with the
         provisions of Section 4.11 hereof; or

                  (5)      upon Legal Defeasance or Covenant Defeasance of the
         Notes as provided in Article Thirteen of this Indenture.

Upon the occurrence of any of the foregoing events described in this subsection
(C) of this Section 4.20, the Subsidiary Guarantor will be released from its
Subsidiary Guarantee upon receipt by the Trustee of a request by the Company
accompanied by an Officers' Certificate and an Opinion of Counsel certifying
that all conditions specified in this Indenture for such release have been
satisfied in accordance with the provisions of this Indenture. Upon receipt of
the items specified in the preceding sentence, the Trustee shall deliver to the
Company an appropriate

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instrument evidencing such release. Any Subsidiary Guarantor not so released
remains liable for the full amount of principal of and interest on the Notes in
the manner provided in Article Eleven of the Indenture.

Section 4.21. Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company or any Restricted Subsidiary may enter into a Sale and Leaseback
Transaction if:

                  (1)      the Company or that Restricted Subsidiary, as
         applicable, could have incurred Indebtedness in an amount equal to the
         Attributable Debt relating to such Sale and Leaseback Transaction under
         the Fixed Charge Coverage Ratio test in the first paragraph of Section
         4.09 hereof;

                  (2)      the gross cash proceeds of that Sale and Leaseback
         Transaction are at least equal to the fair market value, as determined
         in good faith by the Board of Directors of the Company and set forth in
         an Officers' Certificate delivered to the Trustee, of the property that
         is the subject of that Sale and Leaseback Transaction; and

                  (3)      the transfer of assets in that Sale and Leaseback
         Transaction is permitted by, and the Company applies the proceeds of
         such transaction in compliance with Section 4.11.

Section 4.22. Additional Subsidiary Guarantees.

         The Company shall cause each Domestic Subsidiary that it creates or
acquires on or after the date hereof to become a Subsidiary Guarantor by
executing and delivering to the Trustee a supplemental indenture in the form of
Exhibit D and in substance satisfactory to the Trustee, which subjects such
Domestic Subsidiary to the provisions (including the representations and
warranties) of this Indenture providing, among other things, a Guarantee of the
Notes by such Domestic Subsidiary on the same basis as the Subsidiary Guarantors
on the date hereof.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

Section 5.01. Merger, Consolidation or Sale of Assets.

         The Company shall not, in a single transaction or a series of related
transactions: (A) consolidate or merge with or into another Person (whether or
not the Company is the surviving corporation); or (B) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Subsidiaries taken as a whole to another Person or
Persons; unless:

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<PAGE>

                  (1)      either: (a) the Company is the surviving corporation;
         or (b) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, conveyance or other disposition shall have been made (i) is a
         corporation organized or existing under the laws of the United States,
         any state thereof or the District of Columbia, and (ii) assumes all the
         obligations of the Company under the Notes, this Indenture and the
         Registration Rights Agreement pursuant to agreements reasonably
         satisfactory to the Trustee;

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

                  (3)      immediately after giving effect to such transaction
         on a pro forma basis, the Company or the Person formed by or surviving
         any such consolidation or merger (if other than the Company), or to
         which such sale, assignment, transfer, conveyance or other disposition
         shall have been made will, on the date of such transaction after giving
         pro forma effect thereto and any related financing transactions as if
         the same had occurred at the beginning of the applicable four-quarter
         period, be permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09; and

                  (4)      each Subsidiary Guarantor, unless such Subsidiary
         Guarantor is the Person with which the Company has entered into a
         transaction under this Section 5.01, shall have by amendment to its
         Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall
         apply to the obligations of the Company or the surviving person in
         accordance with the Notes and the Indenture.

         In addition, the Company will not and will not permit any Restricted
Subsidiary to, directly or indirectly, lease all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a
whole, in one or more related transactions, to any other Person. Clause (3) of
this Section 5.01 shall not apply to a merger, consolidation, sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company
and any of its Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance or other disposition of all substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein;
and thereafter the predecessor Company shall be relieved of all further
obligations and covenants under this Indenture and the Notes.

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<PAGE>

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

         Each of the following is an "Event of Default":

                  (1)      default for 30 days in the payment when due of
         interest on the Notes whether or not prohibited by the provisions of
         Article Ten of this Indenture;

                  (2)      default in payment when due (whether at maturity,
         upon acceleration, redemption or otherwise, including, without
         limitation, the failure to repurchase Notes tendered pursuant to a
         Change of Control Offer or an Asset Sale Offer on the date specified
         for such payment in the applicable offer to purchase) of the principal
         of, or premium, if any, on the Notes, whether or not prohibited by the
         provisions of Article Ten of this Indenture;

                  (3)      failure (other than a default described in clause (2)
         above) by the Company or any of its Restricted Subsidiaries to comply
         with the provisions of Sections 4.16 and 5.01 hereof;

                  (4)      failure by the Company or any of its Restricted
         Subsidiaries for 60 days after written notice by the Trustee or Holders
         representing 25% or more of the aggregate principal amount of Notes
         outstanding to comply with any of the other agreements in this
         Indenture;

                  (5)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is Guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or Guarantee now exists, or is created after the date of
         this Indenture, if that default:

                           (a)      is caused by a failure to pay principal of,
                                    premium, if any, or interest on such
                                    Indebtedness at final maturity thereof; or

                           (b)      results in the acceleration of such
                                    Indebtedness prior to its final maturity,

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a similar default aggregates $10.0 million or
         more;

                  (6)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $10.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days;

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<PAGE>

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

                  (8)      the Company, any of its Significant Subsidiaries or
         any Subsidiary Guarantor of the Company that, taken together, would
         constitute a Significant Subsidiary, pursuant to or within the meaning
         of any Bankruptcy Law:

                           (a)      commences a voluntary case,

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

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

                           (d)      generally is not paying its debts as they
                                    become due; and

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

                           (i)      is for relief against the Company, any of
                  its Significant Subsidiaries or any Subsidiary Guarantor of
                  the Company that, taken together, would constitute a
                  Significant Subsidiary, in an involuntary case;

                           (ii)     appoints a custodian for the Company, any of
                  its Significant Subsidiaries or any Subsidiary Guarantor of
                  the Company that, taken together, would constitute a
                  Significant Subsidiary, or for all or substantially all of the
                  properties of the Company, any of its Significant Subsidiaries
                  or any Subsidiary Guarantor of the Company that, taken
                  together, would constitute a Significant Subsidiary; or

                           (iii)    orders the liquidation of the Company, any
                  of its Significant Subsidiaries or any Subsidiary Guarantor of
                  the Company that, taken together, would constitute a
                  Significant Subsidiary;

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

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

Section 6.02. Acceleration.

         If an Event of Default (other than an Event of Default specified in
clause (8) of Section 6.01) under Section 6.01 occurs and is continuing, then
and in every such case the

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<PAGE>

Trustee or the Holders of not less than 25% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on, all the Notes then outstanding to be due and
payable, by a notice in writing to the Company (and to the Trustee, if given by
Holders) specifying the respective Event of Default and upon any such
declaration such principal of, premium, if any, and accrued and unpaid interest
shall become immediately due and payable; provided, however, that so long as any
Obligations permitted to be incurred under the Indenture pursuant to the Credit
Agreement shall be outstanding or the commitments thereunder have not been
terminated, that acceleration shall not be effective until the earlier of (1) an
acceleration of all Obligations under the Credit Agreement or (2) five business
days after receipt by the administrative agent under such Credit Agreement of
written notice of the acceleration of the Notes. If an Event of Default
specified in clause (8) of Section 6.01 above occurs, all unpaid principal of,
and accrued interest on, the Notes then outstanding will become due and payable
immediately, without any declaration or other act on the part of the Trustee or
any Holder.

         If any Event of Default occurs by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to the optional redemption
provisions of paragraph 7 of the Notes, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs during any time that the
Notes are outstanding, by reason of any willful action or inaction taken or not
taken by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes, then, the premium specified in this
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

         If (i) (A) the Company or any Subsidiary Guarantor has paid or
deposited with such Trustee a sum sufficient to pay (1) all overdue installments
of interest on all the Notes, (2) the principal of, and premium, if any, on any
Notes that have become due otherwise than by such declaration of acceleration
and interest thereon at the rate or rates prescribed therefor in the Notes, (3)
to the extent that payment of such interest is lawful, interest on the defaulted
interest at the rate or rates prescribed therefor in the Notes, and (4) all
money paid or advanced by the Trustee thereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel; (B) all Events of Default, other than the nonpayment of the
principal of any Notes that have become due solely by such declaration of
acceleration, have been cured or waived as provided in this Indenture; and (C)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) the Holders of a majority in aggregate principal
amount of then outstanding Notes give written notice to the Company, the
Subsidiary Guarantors and the Trustee of their desire to rescind and annul a
declaration of acceleration and its consequences, then such declaration of
acceleration shall be deemed rescinded and annulled. No such rescission will
affect any subsequent Event of Default or impair any right consequent thereon.

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Section 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may
pursue, in its own name and as trustee of an express trust, any available remedy
by proceeding at law or in equity to collect the payment of principal or
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

Section 6.04. Waiver of Past Defaults.

         Subject to Sections 6.07 and 9.02, the Holders of at least a majority
in aggregate principal amount of Notes then outstanding by notice to the Trustee
may waive an existing Default or Event of Default and its consequences, except a
continuing Default or Event of Default in payment of principal, premium, if any,
or interest on the Notes.

Section 6.05. Control by Majority.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding will have the right, by an instrument or concurrent instruments
in writing executed and delivered to the Trustee, to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee under this Indenture or exercising any trust or power conferred on such
Trustee; provided that the Trustee (i) may refuse to follow any direction that
is in conflict with any rule of law or with this Indenture, that may involve the
Trustee in personal liability, or that the Trustee determines in good faith may
be unduly prejudicial to the rights of Holders of Notes not joining in the
giving of such direction and (ii) may take any other action it deems proper that
is not inconsistent with any such direction received from Holders of Notes.

Section 6.06. Limitation on Remedies.

         No Holder of any of the Notes will have any right to institute any
proceeding, judicial or otherwise, or for the appointment of a receiver or
trustee or pursue any remedy under this Indenture, unless:

                  (1)      such Holder has previously given written notice to
         the Trustee of a continuing Event of Default;

                  (2)      the Holders of at least 25% in aggregate principal
         amount of the outstanding Notes have made written request to the
         Trustee to pursue such remedy, including, if applicable, to institute
         proceedings in respect of such Event of Default in its own name as
         Trustee under this Indenture;

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                  (3)      such Holder or Holders have offered to the Trustee
         reasonable indemnity and security satisfactory to the Trustee against
         the costs, expenses and liabilities to be incurred in compliance with
         such request;

                  (4)      the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute such
         requested proceeding; and

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in aggregate principal amount of the outstanding Notes.

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

Section 6.07. Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the Holder of
any Notes will have the right, which is absolute and unconditional, to receive
payment of the principal of, premium, if any, and interest on such Notes on the
Stated Maturity therefor and to institute suit for the enforcement of any such
payment, and such right may not be impaired without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

         If an Event of Default in payment of principal, premium, if any, or
interest specified in Section 6.01(l), (2) or (3) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any Subsidiary Guarantor for the whole amount of
principal, premium, if any, and interest remaining unpaid with respect to the
Notes, and interest on overdue principal and premium, if any, and, to the extent
lawful, interest on overdue interest, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation and expenses of the Trustee, its agents and counsel.

Section  6.09. Trustee May File Proofs of Claim.

         (a)      The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders allowed in any judicial proceedings relative to the
Company, the Subsidiary Guarantors, their creditors or their property and may
collect and receive any money or other property payable or deliverable on any
such claims and to distribute the same.

         (b)      Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

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Section 6.10. Priorities.

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

           First:         to the Trustee for amounts due under Section 7.07;

           Second:        to Holders of Senior Debt to the extent required by
                          Article Ten of the Indenture;

           Third:         to Holders for amounts due and unpaid on the Notes for
                          principal, premium, if any, and interest, ratably,
                          without preference or priority of any kind, according
                          to the amounts due and payable on the Notes for
                          principal, premium, if any, and interest,
                          respectively; and

           Fourth:        to the Company.

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

Section 6.11. Undertaking for Costs.

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

                                 ARTICLE SEVEN

                                     TRUSTEE

Section 7.01. Duties of Trustee.

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

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

                  (1)      The Trustee need perform only those duties that are
         specifically set forth (or incorporated by reference) in this Indenture
         and no implied covenants or obligations shall be read into this
         Indenture against Trustee.

                  (2)      In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall examine such certificates
         and opinions to determine whether or not they conform to the
         requirements of this Indenture (but need not confirm or investigate the
         accuracy of mathematical calculations or other facts stated therein).

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

                  (1)      This paragraph (c) does not limit the effect of
         paragraph (b) of this Section.

                  (2)      The Trustee shall not be liable for any error of
         judgment made in good faith by an officer of the Trustee, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts.

                  (3)      The Trustee shall not be liable with respect to
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05, and the Trustee
         shall be entitled from time to time to request such a direction.

         (d)      Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

         (e)      The Trustee shall be under no obligation and may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

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

Section 7.02. Rights of Trustee.

         Subject to Section 7.01:

         (a)      The Trustee may conclusively rely on and shall be protected in
acting or refraining from acting upon any document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee shall not be

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bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.

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

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

         (e)      The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

         (f)      The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

         (g)      The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction;

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

         (i)      The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or its
Subsidiaries or Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

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Section 7.04. Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement in the Notes other than its certificate of authentication.

Section 7.05. Notice of Defaults.

         If a Default occurs and is continuing and if it is actually known to
the Trustee, the Trustee shall mail to each Holder pursuant to Section 14.02 a
notice of the Default within 90 days after the occurrence thereof. Except in the
case of a Default in any payment on any Note, the Trustee may withhold the
notice if and so long as the board of directors, executive committee or a trust
committee of its directors and/or officers in good faith determines that
withholding the notice is in the interests of Holders.

Section 7.06. Reports by Trustee to Holders.

         Within 60 days after each May 15, beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Holder a brief report
dated as of such May 15, that complies with TIA Section 313(a), but only if such
report is required in any year under TIA Section 313(a). The Trustee also shall
comply with TIA Sections 313(b) and 313(c).

         A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange on which the Notes are listed.
The Company shall promptly notify the Trustee in writing if the Notes become
listed on any national securities exchange or of any delisting thereof.

Section 7.07. Compensation and Indemnity.

         The Company agrees to pay the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for its services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust). The Company agrees to reimburse the Trustee upon request for
all reasonable out-of-pocket expenses, disbursements and advances incurred by
it. Such expenses may include the reasonable compensation and expenses of the
Trustee's agents and counsel.

         The Trustee shall not be under any obligation to institute any suit, or
take any remedial action under this Indenture, or to enter any appearance or in
any way defend any suit in which it may be a defendant, or to take any steps in
the execution of the trusts created hereby or thereby or in the enforcement of
any rights and powers under this Indenture, until it shall be indemnified to its
satisfaction against any and all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provisions of this
Indenture, including compensation for services, costs, expenses, outlays,
counsel fees and other disbursements, and against all liability not due to its
negligence or willful misconduct. The Company and the Subsidiary Guarantors
jointly and severally agree to indemnify each of the Trustee and any predecessor

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trustee and their agents for and to hold them harmless against any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on
the income of Trustee) incurred by it in connection with the acceptance and
administration of the trust and its duties hereunder as Trustee, Registrar
and/or Paying Agent including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The Trustee shall notify the Company and the
Subsidiary Guarantors of any claim of which a Trust Officer has received written
notice and for which it may seek indemnity; provided, however, unless the
position of the Company is prejudiced by such failure, the failure of the
Trustee to promptly notify the Company shall not limit its right to
indemnification. The Company shall defend each such claim and the Trustee shall
cooperate in the defense. The Trustee may retain separate counsel if the Trustee
shall have been reasonably advised by such counsel that there may be one or more
legal defenses available to it that are different from or additional to those
available to the Company and in the reasonable judgment of such counsel it is
advisable for the Trustee to employ separate counsel, and the Company shall
reimburse the Trustee for the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent.

         Neither the Company nor the Subsidiary Guarantors shall be obligated to
reimburse any expense or indemnify against any loss or liability determined by a
court of competent jurisdiction to have been caused by the Trustee through the
Trustee's own negligence, willful misconduct or breach of its duties under this
Indenture.

         To secure the payment obligations of the Company and the Subsidiary
Guarantors in this Section, the Trustee shall have a lien prior to that of the
Holders of the Notes on all money or property held or collected by the Trustee
for any amount owing it or any predecessor trustee pursuant to this section,
except that held in trust to pay principal of and interest on particular Notes.

         When the Trustee incurs expenses or renders services after the
occurrence of any Event of Default specified in Section 6.01(8) or (9), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The provisions of this Section shall survive the termination of this
Indenture and resignation or removal of the Trustee.

Section 7.08. Replacement of Trustee.

         The Trustee may resign by so notifying the Company and the Subsidiary
Guarantors. The Holders of a majority in aggregate principal amount of the Notes
may remove the Trustee by so notifying the Trustee, in writing. The Company may
remove the Trustee if:

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

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4)      the Trustee becomes incapable of acting as Trustee
         hereunder.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company. Any Trustee
appointed by the Company or by Holders of a majority in aggregate principal
amount of the Notes must have and maintain its principal place of business and
Corporate Trust Office in the State of New York.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Subsidiary
Guarantors. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee (at the expense of
the Company), the Company or the Holders of a majority in aggregate principal
amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Any successor Trustee shall comply with
TIA Section 310(a)(5).

Section 7.09. Successor Trustee by Merger, Etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee; provided that such corporation or association shall be otherwise
eligible and qualified under this Article and the requirements of Section 7.08.

Section 7.10. Eligibility; Disqualification.

         This Indenture shall always have a Trustee which satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a combined
capital and surplus of at least $50 million as set forth in its most recent
published annual report of condition. The Trustee shall also comply with TIA
Section 310(b). The Trustee must have and maintain its principal place of
business and Corporate Trust Office in the State of New York.

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Section 7.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations.

         (a)      Subject to the provisions of Sections 8.04 and 8.05 hereof,
this Indenture shall cease to be of further effect as to all Notes issued
hereunder, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture when:

                  (1)      either:

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

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

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

                  (3)      the Company or any Subsidiary Guarantor has paid or
         caused to be paid all sums payable by it hereunder;

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                  (4)      the Company has delivered irrevocable instructions to
         the Trustee hereunder to apply the deposited money toward the payment
         of the Notes at maturity or the Redemption Date, as the case may be;
         and

                  (5)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture have been satisfied.

         (b)      Notwithstanding the above, the Trustee shall pay to the
Company from time to time upon its request any cash or Government Securities
held by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect a satisfaction and discharge
under this Article Eight.

Section 8.02. Application of Trust Money.

         The Trustee shall hold in trust money or Government Securities
deposited with it pursuant to Section 8.01. It shall apply the deposited money
and the money from Government Securities through the Paying Agent and in
accordance with the provisions of the Notes and this Indenture to the payment of
principal of, premium, if any, and interest on the Notes.

Section 8.03. Repayment to the Company.

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

Section 8.04. Survival.

         In the event that the Company makes (or causes to be made) an
irrevocable deposit with the Trustee for the benefit of the Holders pursuant to
Section 8.01(a)(1)(ii) hereof, prior to the date of maturity or redemption, as
the case may be, the following provisions of the Indenture shall survive until
otherwise terminated or discharged hereunder:

         (1)      the rights of Holders of outstanding Notes to receive payments
in respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust;

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         (2)      the Company's obligations with respect to such Notes under
Article Two and Section 4.04 hereof;

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

         (4)      this Article Eight.

Section 8.05. Reinstatement

         If the Trustee or Paying Agent is unable to apply any United States
dollars or Government Securities in accordance with Section 8.02 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section
8.01(a)(1)(ii) hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 hereof;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01. Without Consent of Holders.

         Subject to Section 10.13 and Section 12.13 of this Indenture, the
Company, the Subsidiary Guarantors and the Trustee may modify, amend or
supplement this Indenture or the Notes without consent of any Holder:

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

                  (2)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes;

                  (3)      to provide for the assumption of the Company's or any
         Subsidiary Guarantor's obligations to the Holders of the Notes in the
         case of a merger or consolidation or sale of all or substantially all
         of the Company's or such Subsidiary Guarantor's assets pursuant to the
         provisions of Section 5.01, 4.20(B) or 4.11;

                  (4)      to make any change that would provide any additional
         right or benefits to the Holders or that does not adversely affect the
         legal rights hereunder of any such Holder;

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                  (5)      to comply with requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the TIA;

                  (6)      to comply with Sections 4.20 and 4.22;

                  (7)      to evidence and provide for the acceptance of
         appointment by a successor Trustee; or

                  (8)      to provide for the issuance of Additional Notes in
         accordance with the Indenture.

         Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 9.06, the Trustee may, but
shall not be obligated to, join with the Company and the Subsidiary Guarantors
in the execution of any supplemental indenture authorized or permitted by the
terms of this Indenture and make any further appropriate agreements and
stipulations that may be therein contained. After an amendment or waiver under
this Section becomes effective, the Company shall mail to the Holders of each
Note affected thereby a notice briefly describing the amendment or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

Section 9.02. With Consent of Holders.

         Except as provided below in this Section 9.02, Section 10.13 and
Section 12.13, the Company, the Subsidiary Guarantors and the Trustee may amend
this Indenture or the Notes with the written consent (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes, or a solicitation of consents in respect of Notes,
provided that in each case such offer or solicitation is made to all Holders of
then outstanding Notes on equal terms) of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes.

         Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02(b),
the Trustee shall, subject to Section 9.06, join with the Company and the
Subsidiary Guarantors in the execution of such supplemental indenture.

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

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes may waive compliance in a particular instance by the Company
or the Subsidiary Guarantors with any provision of this Indenture or the Notes
(including, without limitation, waivers obtained in connection with a purchase
of, or tender offer or exchange offer for Notes or a solicitation of

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consents in respect of Notes, provided that in each case such offer or
solicitation is made to all Holders of the then outstanding Notes on equal
terms). However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

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

         (3)      reduce the rate of or change the time for payment of interest
on any Note;

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

         (5)      make any Note payable in money other than U.S. dollars;

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

         (7)      release any Subsidiary Guarantor from any of its obligations
under its Subsidiary Guarantee or the Indenture, except in accordance with the
terms of the Indenture; or

         (8)      impair the right to institute suit for the enforcement of any
payment on or with respect to the Notes or the Subsidiary Guarantees;

         (9)      after an Asset Sale or Change of Control has occurred, amend,
change or modify the obligation of the Company to make and consummate an Asset
Sale Offer with respect to any Asset Sale in accordance with Section 4.11 hereof
or the obligation of the Company to make and consummate a Change of Control
Offer in the event of a Change of Control in accordance with Section 4.16
hereof, including, in each case, amending, changing or modifying any definition
relating thereto;

         (10)     except as otherwise permitted under Sections 5.01 or 4.20
hereof, consent to the assignment or transfer by the Company or any Subsidiary
Guarantor of any of their rights or obligations under the Indenture;

         (11)     amend or modify any of the provisions of the Indenture or the
related definitions affecting the subordination or ranking of the Notes or any
Subsidiary Guarantee in any manner adverse to the holders of the Notes or any
Subsidiary Guarantee; or

         (12)     make any change in the preceding amendment and waiver
provisions.

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         The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Notes with respect to which such consent is required or sought as of a
date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

Section 9.03. Compliance with Trust Indenture Act.

         Every amendment to or supplement of this Indenture or the Notes shall
comply with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

         A consent to an amendment, supplement or waiver by a Holder of a Note
shall bind the Holder and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder's Note, even if notation
of the consent is not made on any Note. However, until an amendment, supplement
or waiver becomes effective, any such Holder or subsequent Holder may revoke the
consent as to his Note or portion of a Note. For such revocation to be
effective, the Trustee must receive the notice of revocation before the date the
amendment, supplement or waiver becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver. If the Company elects to fix a record date for such purpose, the record
date shall be fixed at such date as the Company may designate. If a record date
is fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such amendment or waiver or to revoke any consent previously given, whether or
not such Persons continue to be Holders after such record date. No consent shall
be valid or effective for more than 90 days after such record date unless
consent from the Holders of the principal amount of Notes required hereunder for
such amendment or waiver to be effective also shall have been given and not
revoked within such 90-day period.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it makes a change described in any of clauses (1)
through (9) of Section 9.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note.

Section 9.05. Notation on or Exchange of Notes.

         If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the

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Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new Note that reflects the changed
terms.

Section 9.06. Trustee Protected.

         The Trustee shall sign any amendment or supplement or waiver authorized
pursuant to this Article. In signing such amendment or supplement or waiver the
Trustee shall be provided with, and (subject to Article Seven of the Indenture)
shall be fully protected in relying upon, an Opinion of Counsel stating that
such amendment or supplement or waiver is authorized or permitted by and
complies with this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                                   ARTICLE TEN

                             SUBORDINATION OF NOTES

Section 10.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
payment of principal, premium, if any, and interest on (or any other Obligations
relating to) the Notes is subordinated in right of payment, to the extent and in
the manner provided in this Article Ten, to the prior payment in full in cash of
all Senior Debt of the Company (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

         This Article Ten shall constitute a continuing offer to all Persons who
become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt, and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

Section 10.02. Liquidation; Dissolution; Bankruptcy.

         The holders of Senior Debt of the Company shall be entitled to receive
payment in full in cash of all Obligations due in respect of Senior Debt of the
Company (including, without limitation, interest after the commencement of any
bankruptcy proceeding at the rate specified in the applicable Senior Debt of the
Company) before the Holders of Notes shall be entitled to receive any payment
with respect to (or any other Obligations relating to) the Notes (except that
Holders of Notes may receive and retain Permitted Junior Securities and payments
made from the trust pursuant to Article Thirteen hereof), in the event of any
distribution to creditors of the Company in connection with:

                  (i)      any liquidation or dissolution of the Company,
         whether voluntary or involuntary;

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                  (ii)     any bankruptcy, reorganization, insolvency,
         receivership or similar proceeding relating to the Company or its
         property, whether voluntary or involuntary;

                  (iii)    any assignment for the benefit of creditors of the
         Company; or

                  (iv)     any marshaling of the Company's assets and
         liabilities.

         The Company shall give prompt written notice to the Trustee of the
occurrence of any event described in clauses (i) through (iv) above.

Section 10.03. Default on Designated Senior Debt.

         The Company may not make any payment in respect of the Notes (except in
respect of Permitted Junior Securities or from the trust pursuant to Article
Thirteen hereof) if:

         (1)      a payment default on Designated Senior Debt of the Company
occurs and is continuing beyond any applicable grace period; or

         (2)      any other default occurs and is continuing on any series of
Designated Senior Debt of the Company that permits holders of that series of
Designated Senior Debt of the Company to accelerate its maturity and the Trustee
receives a notice (a "Payment Blockage Notice") of such default from the
administrative agent under the Credit Agreement or a Representative of the
holders of such Designated Senior Debt (a "nonpayment default").

         Payments on the Notes may not be resumed until:

         (1)      in the case of a payment default on Designated Senior Debt of
the Company, upon the date on which such default is cured or waived; and

         (2)      in case of a nonpayment default, the earlier of the date on
which such default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received by the Trustee, unless the
maturity of such Designated Senior Debt of the Company has been accelerated.

         No new Payment Blockage Notice may be delivered unless and until 360
days have elapsed since the delivery of the immediately prior Payment Blockage
Notice.

         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice, unless such nonpayment default
has been cured or waived.

Section 10.04. Acceleration of Notes.

         The Company shall promptly notify holders of its Senior Debt and any
agent or representative with respect to such Senior Debt if payment of the Notes
is accelerated because of an Event of Default.

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Section 10.05. When Distribution Must Be Paid Over.

         If the Trustee or any Holder of the Notes receives a payment in respect
of the Notes (except in respect of Permitted Junior Securities or from the trust
under Article Thirteen hereof) when the payment is prohibited by this Article
Ten, the Trustee or the Holder, as the case may be, shall hold the payment in
trust for the benefit of the holders of Senior Debt of the Company. Upon the
proper written request of the holders of Senior Debt of the Company, the Trustee
or the Holder, as the case may be, shall deliver the amounts in trust to the
holders of Senior Debt of the Company or their proper representative.

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

Section 10.06. Notice by the Company.

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

Section 10.07. Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article Ten to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08. Relative Rights.

         This Article Ten defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

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

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

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

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

Section 10.09. Subordination May Not Be Impaired by the Company.

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

Section 10.10. Distribution or Notice to Representative.

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

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

Section 10.11. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article Ten or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article Ten. Only the Company or a
Representative may give the notice. Nothing in this Article Ten shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

Section 10.12. Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Ten, and appoints the Trustee to act as

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such Holder's attorney-in-fact for any and all such purposes. If the Trustee
does not file a proper proof of claim or proof of debt in the form required in
any proceeding referred to in Section 6.09 hereof at least 30 days before the
expiration of the time to file such claim, the lenders under the Credit
Facilities are hereby authorized to file an appropriate claim for and on behalf
of the Holders of the Notes.

Section 10.13. Amendments.

         The provisions of this Article Ten may not be amended, modified or
waived without the written consent of the holders of all Senior Debt of the
Company.

                                 ARTICLE ELEVEN

                                   GUARANTEES

Section 11.01. Unconditional Guarantee.

         Each Subsidiary Guarantor hereby, jointly and severally,
unconditionally guarantees, as primary obligor and not merely as surety (such
guarantee to be referred to herein as the "Subsidiary Guarantee"), to each
Holder and to the Trustee the due and punctual payment of the principal of,
premium, if any, and interest on the Notes and all other amounts due and payable
under this Indenture and the Notes by the Company whether at maturity, by
acceleration, redemption, repurchase or otherwise, including, without
limitation, interest on the overdue principal of, premium, if any, and interest
on the Notes, to the extent lawful, all in accordance with the terms hereof and
thereof; subject, however, to the limitations set forth in this Article Eleven
and Article Twelve hereof.

         Failing payment when due of any amount so guaranteed for whatever
reason, the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately. Each Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payments, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that this
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Notes, this Indenture and in this Subsidiary
Guarantee. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Subsidiary Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor
to the Trustee or such Holder, this Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Subsidiary Guarantor agrees it shall not be entitled to any

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right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between each Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article Six hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article Six hereof,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Subsidiary
Guarantee.

         The Subsidiary Guarantee of each Subsidiary Guarantor herein shall be,
in the manner and to the extent set forth in Article Twelve hereof, subordinated
in right of payment to the prior payment when due of the principal of, premium,
if any, accrued and unpaid interest and all other amounts owing on all existing
and future Senior Debt of such Subsidiary Guarantor and of the Company, as the
case may be, and senior to the right of payment of principal of, premium, if
any, and accrued and unpaid interest on all existing and future subordinated
Indebtedness of such Subsidiary Guarantor that is subordinated in right of
payment to the Notes or the Subsidiary Guarantee.

Section 11.02. Limitation of Subsidiary Guarantor's Liability.

         Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any federal, state or
foreign law or a prohibited distribution to shareholders under the laws of the
State of Tennessee. To effectuate the foregoing intention, the Holders and each
Subsidiary Guarantor hereby irrevocably agree that the obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to Section 11.03, result in the obligations
of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal, state or foreign law
or a prohibited distribution to shareholders under the laws of the State of
Tennessee.

Section 11.03. Contribution.

         In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under the Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor for all
payments, damages and expenses incurred by the Funding Guarantor in discharging
the Company's Obligations with respect to the Notes or any other Subsidiary
Guarantor's Obligations with respect to the Subsidiary Guarantee.

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Section 11.04. Execution and Delivery of Subsidiary Guarantees.

         Each Subsidiary Guarantor hereby agrees that its execution and delivery
of this Indenture or any supplemental indentures pursuant to Section 4.22 hereof
shall evidence its Subsidiary Guarantee set forth in Section 11.01 without the
need for any further notation on the Notes.

         Each of the Subsidiary Guarantors hereby agrees that its Subsidiary
Guarantee set forth in Section 11.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation relating to such
Subsidiary Guarantee.

         If an Officer of a Subsidiary Guarantor whose signature is on this
Indenture or any supplemental indenture no longer holds that office at the time
the Trustee authenticates such Notes or at any time thereafter, such Subsidiary
Guarantor's Subsidiary Guarantee shall be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantor.

Section 11.05. Severability.

         In case any provision of this Subsidiary Guarantee shall be invalid,
illegal or unenforceable, that portion of such provision that is not invalid,
illegal or unenforceable shall remain in effect, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                 ARTICLE TWELVE

                     SUBORDINATION OF SUBSIDIARY GUARANTEES

Section 12.01. Guarantees Subordinated to Senior Debt.

         Each Subsidiary Guarantor agrees, and each Holder by accepting a Note
agrees, that any payment in respect of the Subsidiary Guarantee of such
Subsidiary Guarantor is subordinated in right of payment, to the extent and in
the manner provided in this Article Twelve, to the prior payment in full in cash
of all Senior Debt of the Company and such Subsidiary Guarantor (whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

         This Article Twelve shall constitute a continuing offer to all Persons
who become holders of, or continue to hold, Senior Debt, and such provisions are
made for the benefit of the holders of Senior Debt, and such holders are made
obligees hereunder and any one or more of them may enforce such provisions.

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Section 12.02. Liquidation; Dissolution; Bankruptcy.

         The holders of Senior Debt of the Subsidiary Guarantors and of the
Company shall be entitled to receive payment in full in cash of all Obligations
due in respect of such Senior Debt (including, without limitation, interest
after the commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt of the Subsidiary Guarantor) before the Holders of Notes
shall be entitled to receive any payment with respect to any such Subsidiary
Guarantor's Subsidiary Guarantee or any distribution of assets or proceeds
(except that Holders of Notes may receive and retain Permitted Junior Securities
and payments made from the trust pursuant to Article Thirteen hereof), in the
event of any distribution to creditors of any such Subsidiary Guarantors in
connection with:

                  (i)      any liquidation or dissolution of such Subsidiary
         Guarantor, whether voluntary or involuntary;

                  (ii)     any bankruptcy, reorganization, insolvency,
         receivership or similar proceeding relating to such Subsidiary
         Guarantor or its property, whether voluntary or involuntary;

                  (iii)    any assignment for the benefit of such Subsidiary
         Guarantor's creditors; or

                  (iv)     any marshaling of such Subsidiary Guarantor's assets
         and liabilities.

         The Company shall give prompt written notice to the Trustee of the
occurrence of any event described in clauses (i) through (iv) above with respect
to any Subsidiary Guarantor.

Section 12.03. Default on Designated Senior Debt.

         No Subsidiary Guarantor may make any payment in respect of its
Subsidiary Guarantee (except in respect of Permitted Junior Securities or from
the trust pursuant to Article Thirteen hereof) if:

         (1)      a payment default on Designated Senior Debt of the Company or
such Subsidiary Guarantor occurs and is continuing beyond any applicable grace
period; or

         (2)      any other default occurs and is continuing on any series of
Designated Senior Debt of the Company or such Subsidiary Guarantor that permits
holders of that series of Designated Senior Debt to accelerate its maturity and
the Trustee receives a Payment Blockage Notice of such default from the
administrative agent under the Credit Agreement or any agent or Representative
with respect to such Designated Senior Debt.

         Payments on such Subsidiary Guarantee may be resumed:

         (1)      in the case of a payment default on Designated Senior Debt of
the Company or such Subsidiary Guarantor, upon the date on which such default is
cured or waived; and

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         (2)      in case of a nonpayment default, the earlier of the date on
which such default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received by the Trustee, unless the
maturity of such Designated Senior Debt of the Company or such Subsidiary
Guarantor has been accelerated.

         No new Payment Blockage Notice may be delivered unless and until 360
days have elapsed since the delivery of the immediately prior Payment Blockage
Notice.

         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such non-payment default
has been cured or waived.

Section 12.04. Guarantees Unconditional.

         Except as otherwise provided herein, nothing contained in this
Indenture or in any Guarantee is intended to or shall impair, as between the
Subsidiary Guarantors and the Holders, the Guarantees, which are absolute and
unconditional, as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Subsidiary Guarantors, other than the holders of
the Senior Debt, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Twelve, of the holders of Senior Debt in respect of cash, property or securities
of any Subsidiary Guarantor received upon the exercise of any such remedy. Upon
any distribution of assets of any Subsidiary Guarantor referred to in this
Article Twelve, the Trustee, subject to the provisions of Section 7.01, and the
Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any insolvency or liquidation proceedings is
pending, or a certificate of the liquidating trustee or agent or other Person
making any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other indebtedness of such Subsidiary Guarantor,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Twelve.

Section 12.05. When Distribution Must Be Paid Over.

         If the Trustee or any Holder of the Notes receives a payment in respect
of any Subsidiary Guarantor's Subsidiary Guarantee (except in respect of
Permitted Junior Securities or from the trust under Article Thirteen hereof)
when the payment is prohibited by this Article Twelve, the Trustee or the
Holder, as the case may be, shall hold the payment in trust for the benefit of
the holders of Senior Debt of such Subsidiary Guarantor or of the Company. Upon
the proper written request of the holders of Senior Debt of such Subsidiary
Guarantor or of the Company, the Trustee or the Holder, as the case may be,
shall deliver the amounts in trust to the holders of Senior Debt of such
Subsidiary Guarantor or of the Company or their proper Representative.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article Twelve, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this

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Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall in good faith mistakenly pay over or
distribute to or on behalf of Holders or any Subsidiary Guarantor or any other
Person money or assets to which any holders of Senior Debt shall be entitled by
virtue of this Article Twelve, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

Section 12.06. Notice by the Company.

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

Section 12.07. Subrogation.

         After all Senior Debt of a Subsidiary Guarantor and the Company is paid
in full and until the Notes are paid in full, Holders of Notes shall be
subrogated to the rights of holders of such Senior Debt to receive distributions
applicable to Senior Debt to the extent that distributions otherwise payable to
the Holders of Notes have been applied to the payment of such Senior Debt. A
distribution made under this Article Twelve to holders of such Senior Debt that
otherwise would have been made to Holders of Notes is not, as between any
Subsidiary Guarantor and the Holders, a payment by any such Subsidiary
Guarantors with respect to a Subsidiary Guarantee.

Section 12.08. Relative Rights.

         This Article Twelve defines the relative rights of Holders of Notes and
holders of Senior Debt of the Subsidiary Guarantors and the Company. Nothing in
this Indenture shall:

         (a)      impair, as between any Subsidiary Guarantor and Holders of
Notes, the obligation of such Subsidiary Guarantor, which is absolute and
unconditional, to make payments in accordance with the terms of the Subsidiary
Guarantee;

         (b)      affect the relative rights of Holders of Notes and creditors
of any Subsidiary Guarantor other than their rights in relation to holders of
such Senior Debt; or

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

         If any Subsidiary Guarantor fails because of this Article Twelve to
make a payment pursuant to the terms of its Subsidiary Guarantee, the failure is
still a Default or Event of Default.

                                                                              92

<PAGE>

Section 12.09. Subordination May Not Be Impaired by the Company.

         No right of any holder of Senior Debt of any Subsidiary Guarantor or of
the Company to enforce the subordination of the Indebtedness evidenced by the
Subsidiary Guarantees shall be impaired by any act or failure to act by the
Company, any Subsidiary Guarantor or any Holder or by the failure of the
Company, any Subsidiary Guarantor or any Holder to comply with this Indenture.

Section 12.10. Distribution or Notice to Representative.

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

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

Section 12.11. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article Twelve or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes or any Subsidiary Guarantee to violate this Article
Twelve. Only the Company or a Representative may give the notice. Nothing in
this Article Twelve shall impair the claims of, or payments to, the Trustee
under or pursuant to Section 7.07 hereof.

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

Section 12.12. Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article Twelve, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the lenders under the

                                                                              93

<PAGE>

Credit Facilities are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Notes.

Section 12.13. Amendments.

         The provisions of this Article Twelve may not be amended, modified or
waived without the written consent of the holders of all Senior Debt.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of the Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 13.02 or 13.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Thirteen.

Section 13.02. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 13.01 hereof of the option
applicable to this Section 13.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 13.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Subsidiary Guarantors shall be deemed to have been discharged
with respect to their obligations under the Subsidiary Guarantees on the date
the conditions set forth below are satisfied (hereinafter, "Legal Defeasance").
For this purpose, Legal Defeasance means that the Company and the Subsidiary
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and Subsidiary Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 13.05 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder:

         (a)      the rights of Holders of outstanding Notes to receive payments
in respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust described in Section 13.04;

         (b)      the Company's obligations with respect to such Notes under
Article Two and Section 4.04 hereof;

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

                                                                              94

<PAGE>

         (d)      this Article Thirteen.

         Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 13.02 notwithstanding the prior exercise
of its option under Section 13.03 hereof.

Section 13.03. Covenant Defeasance.

         Upon the Company's exercise under Section 13.01 hereof of the option
applicable to this Section 13.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 13.04 hereof, be released from its
obligations under the covenants contained in Section 4.08, 4.09, 4.10, 4.11,
4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21, 4.22 and clause (3)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 13.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 13.01 hereof of the option applicable to this
Section 13.03, subject to the satisfaction of the conditions set forth in
Section 13.04 hereof, Sections 6.01(3) though (6) shall not constitute Events of
Default.

Section 13.04. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 13.02 or 13.03 hereof to the outstanding Notes:

         (a)      the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in United States
dollars, Government Securities, or a combination thereof, in such amounts as
shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any and
interest on the outstanding Notes on the Stated Maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular Redemption Date;
provided that the Trustee shall have been irrevocably instructed to apply such
money or the proceeds of such Government Securities to the payment of such
principal of, premium, if any, and interest on the outstanding Notes on such
Stated Maturity date or such Redemption Date and, with respect to any Redemption
Date, the Company shall have provided the Trustee with irrevocable instructions
to redeem all of the Notes on such Redemption Date;

                                                                              95

<PAGE>

         (b)      in the case of an election under Section 13.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon, such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

         (c)      in the case of an election under Section 13.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

         (d)      no Default or Event of Default shall have occurred and be
continuing either (i) on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit);
or (ii) insofar as Sections 6.01(8) hereof is concerned, at any time in the
period ending on the 91st day after the date of deposit;

         (e)      such election under either Section 13.02 or Section 13.03
hereof shall not result in a breach or violation of, or constitute a default
under, any material agreement or instrument or any other material agreement or
instrument to which the Company or any of its Subsidiaries are a party or by
which the Company or any of its Subsidiaries is bound;

         (f)      the Company must have delivered to the Trustee an Opinion of
Counsel to the effect that, (1) assuming no intervening bankruptcy of the
Company or any Subsidiary Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an "insider" of the Company
under applicable bankruptcy law, after the 91st day following the deposit, the
trust funds will not be subject to the effect of Section 547 of the United
States Bankruptcy Code or any applicable state bankruptcy, insolvency,
reorganization or similar state law affecting creditors' rights generally and
(2) the creation of the defeasance trust does not violate the Investment Company
Act of 1940;

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

         (h)      if the Notes are to be redeemed prior to their Stated
Maturity, the Company must deliver to the Trustee irrevocable instructions to
redeem all of the Notes on the specified Redemption Date; and

                                                                              96

<PAGE>

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

Section 13.05. Deposited Money and Government Securities to Be Held in Trust;
               Other Miscellaneous Provisions.

         Subject to Section 13.06 hereof, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.05, the "Trustee")
pursuant to Section 13.04 hereof in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 13.04 hereof or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or Government Securities held by it as provided in
Section 13.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
13.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 13.06. Repayment to the Company.

         Any money deposited with the Trustee, in trust for the payment of the
principal of, premium, if any, or interest on any Note pursuant to Section 13.04
and remaining unclaimed for two years after such principal, and premium, if any,
or interest has become due and payable shall be paid to the Company on its
request; and the Holder of such Note shall thereafter look only to the Company
for payment thereof, and all liability of the Trustee with respect to such trust
money, shall thereupon cease; provided, however, that the Trustee, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

                                                                              97

<PAGE>

Section 13.07. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or Government Securities in accordance with Section 13.02 or 13.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.02 or 13.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 13.02 or 13.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                ARTICLE FOURTEEN

                                  MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls.

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

Section 14.02. Notices.

         Any notice or communication shall be sufficiently given if in writing
and delivered in person or mailed by certified or registered mail (return
receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, addressed as follows:

         If to the Company or any Subsidiary Guarantor:

                  O'Charley's Inc.
                  3038 Sidco Drive
                  Nashville, Tennessee 37204
                  Facsimile: (615) 782-8818
                  Attention: A. Chad Fitzhugh

         If to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 8W
                  New York, New York 10286
                  Facsimile: (212) 815-5704
                  Attention: Corporate Trust Administration

                                                                              98

<PAGE>

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

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

         Any notice or communication mailed to a Holder shall be mailed to him
by first-class mail at this address as it appears on the registration books of
the Registrar and shall be sufficiently given to him if so mailed within the
time prescribed. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not the addressee receives it. If the Company or any
Subsidiary Guarantor mails notice or communications to Holders it shall mail a
copy to the Trustee and each Agent at the same time.

Section 14.03. Communication by Holders with Other Holders.

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

Section 14.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture (except with
respect to the initial issuance of the Notes), the Company or such Subsidiary
Guarantor, as the case may be, shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 14.05) stating that, in the opinion of
         the signers, the conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2)      an Opinion of Counsel stating that, in the opinion of
         such counsel, such conditions precedent have been complied with.

                                                                              99

<PAGE>

Section 14.05. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

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

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

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

                  (4)      a statement as to whether or not, in the opinion of
         each such person, such covenant or condition has been complied with.

Section 14.06. Rules by Trustee and Agents.

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

Section 14.07. Legal Holidays.

         A "Legal Holiday" is a Saturday, a Sunday, or a day on which banks and
trust companies in The City of New York are not required by law or executive
order to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at the place on the next succeeding day that is not a Legal
Holiday, without additional interest.

Section 14.08. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Company or any Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or the Subsidiary Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. This waiver and release
are part of the consideration for issuance of the Notes.

Section 14.09. Governing Law.

         THIS INDENTURE AND THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                                                             100

<PAGE>

Section 14.10. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company, any Subsidiary Guarantor or any other Subsidiary.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 14.11. Successors.

         All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Notes shall bind its successor. All agreements of the Trustee
in this Indenture shall bind its successor.

Section 14.12. Duplicate Originals.

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

Section 14.13. Severability.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
and a Holder shall have no claim therefor against any party hereto.

                                                                             101

<PAGE>

                                   SIGNATURES

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

                                O'CHARLEY'S INC.

                                By /s/ A. Chad Fitzhugh
                                  -----------------------------------------
                                  Name: A. Chad Fitzhugh
                                  Title: Chief Financial Officer,
                                         Secretary and Treasurer

                                                                             102
<PAGE>

                                   AIR TRAVEL SERVICES, INC.,
                                    a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                      -----------------------------------------
                                      Name: A. Chad Fitzhugh
                                      Title: Secretary and Treasurer

                                   DFI, INC.,
                                    a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S FINANCE
                                   COMPANY, INC.,
                                    a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S MANAGEMENT
                                   COMPANY, INC.,
                                    a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S RESTAURANT
                                   PROPERTIES, LLC,
                                    a Delaware limited liability company

                                    By: /s/ A. Chad Fitzhugh
                                        ---------------------------------------
                                        Name: A. Chad Fitzhugh
                                        Title: Secretary

<PAGE>

                                   O'CHARLEY'S SERVICE COMPANY, INC.,
                                    a Tennessee corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ---------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   O'CHARLEY'S SPORTS BAR, INC.,
                                    an Alabama corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: President

                                   OCI, INC.,
                                    a Delaware corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                        Name: A. Chad Fitzhugh
                                        Title: Secretary and Treasurer

                                   OPI, INC.,
                                    a Colorado corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   99 COMMISSARY, LLC,
                                    a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                      A-2
<PAGE>

                                   99 RESTAURANTS, LLC,
                                    a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   99 RESTAURANTS OF BOSTON, LLC,
                                    a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   99 RESTAURANTS OF MASSACHUSETTS,
                                     a Massachusetts Business Trust

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   99 RESTAURANTS OF VERMONT, LLC,
                                       a Vermont limited liability company

                                   By: 99 WEST, INC., its Sole Member

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Clerk and Treasurer

                                   99 WEST, INC.,
                                     a Massachusetts corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Clerk and Treasurer

                                      A-3
<PAGE>

                                   STONEY RIVER MANAGEMENT
                                   COMPANY, INC.,
                                    a Delaware corporation

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary and Treasurer

                                   STONEY RIVER, LLC,
                                    a Delaware limited liability company

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                   STONEY RIVER LEGENDARY
                                   MANAGEMENT, L.P.,
                                    a Georgia limited partnership

                                   By: STONEY RIVER, LLC, its General Partner

                                   By: /s/ A. Chad Fitzhugh
                                       ----------------------------------------
                                       Name: A. Chad Fitzhugh
                                       Title: Secretary

                                       A-4
<PAGE>

                                   THE BANK OF NEW YORK, as Trustee

                                   By /s/ Robert A. Massimillo
                                      -----------------------------------------
                                      Name: Robert A. Massimillo
                                      Title: Vice President

                                       A-5
<PAGE>

                                                                     EXHIBIT A-1

                         [FORM OF FACE OF INITIAL NOTE]

                                O'CHARLEY'S INC.

THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:

                  (A)      SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
        OTHERWISE TRANSFERRED, ONLY

                           (1)      (a) TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c)
                  OUTSIDE THE UNITED STATES TO A NON U.S PERSON IN A TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE
                  SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
                  (AS DEFINED IN RULE 501(a) (1) , (2) , (3) OR (7) OF THE
                  SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR "))
                  THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
                  LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE
                  FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
                  TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
                  NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
                  THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
                  SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION,
                  IF ANY, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
                  REQUESTS),

                           (2)      TO THE ISSUER, OR

                           (3)      PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT

<PAGE>

         AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
         SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY
         BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
         WITHIN ITS OR THEIR CONTROL; AND

                  (B)      THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
         REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED
         HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO ERISA, (II) A "PLAN" DESCRIBED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(III) ANY ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY, OR (IV) A
GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), UNLESS THE ACQUISITION AND
HOLDING OF THIS SECURITY BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD
THAT IT HOLDS THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION
RESTRICTIONS UNDER ERISA AND SECTION 4975 OF THE CODE OR ANY PROVISIONS OF
SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION
STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF THIS
SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO

                                      A-1-2
<PAGE>
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                      A-1-3
<PAGE>

                      9% SENIOR SUBORDINATED NOTES DUE 2013

No. R-__                                                    $___________________

                                                             CUSIP No. 670823AA1

O'Charley's Inc., a Tennessee corporation, promises to pay to Cede & Co. or
registered assigns the principal sum of _______________ Dollars on November 1,
2013.

         Interest Payment Dates: May 1 and November 1, commencing May 1, 2004

         Record Dates: April 15 and October 15.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                     A-1-4
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated: __________________

                                                     O'CHARLEY'S INC.

                                                     By ________________________
                                                        Name:
                                                        Title:

                                                     By ________________________
                                                        Name:
                                                        Title:

                                     A-1-5
<PAGE>

Certificate of Authentication:

THE BANK OF NEW YORK,
as Trustee, certifies that this is one of
the Notes referred to in the within-
mentioned Indenture.

Date: ____________________

By __________________________________
   Authorized Signatory

                                     A-1-6
<PAGE>

                                [REVERSE OF NOTE]

                                O'CHARLEY'S INC.

                      9% SENIOR SUBORDINATED NOTES DUE 2013

         1.       Interest. O'Charley's Inc., a Tennessee corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9%
per annum from November 4, 2003 until maturity; provided, however, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Note from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured at a rate of 0.25% per annum per
$1,000 principal amount of such Notes with respect to the first 90-day period
following such Registration Default, increasing by an additional 0.25% per annum
per $1,000 principal amount of such Notes with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of additional interest of 1.0% per annum per $1,000 principal amount of such
Notes for all Registration Defaults. The Company will pay interest semiannually
on May 1 and November 1 of each year (each an "Interest Payment Date"), or if
any such day is not a Business Day, on the next succeeding Business Day.
Interest on the Notes will accrue from the most recent Interest Payment Date on
which interest has been paid or, if no interest has been paid, from November 4,
2003; provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be May 1, 2004. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
equal to the interest rate then in effect; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

         2.       Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the persons who are registered holders of
Notes at the close of business on the record date immediately preceding the
Interest Payment Date, even if such Notes are cancelled after the record date
and on or before the Interest Payment Date, except as provided in Section 2.11
of the Indenture with respect to defaulted interest. The Notes shall be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of New
York maintained for such purposes, provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of,
premium, if any, and interest on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal of, premium, if any, and
interest on the Notes in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts.

                                     A-1-7
<PAGE>

         3.       Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice, as provided in the Indenture (defined below).
Neither the Company nor any of its Subsidiaries may act as Paying Agent or
Registrar.

         4.       Indenture. The Company issued the Notes under an Indenture,
dated as of November 4, 2003 (the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Indenture pursuant to which the
Notes are issued provides that an unlimited aggregate principal amount of Notes
may be issued thereunder.

         5.       Guarantees. The Notes are general senior subordinated
unsecured obligations of the Company. The Company's obligation to pay principal,
premium, if any, and interest with respect to the Notes is unconditionally
guaranteed on a senior subordinated basis, jointly and severally, by the
Subsidiary Guarantors pursuant to Article Eleven of the Indenture. Certain
limitations to the obligations of the Subsidiary Guarantors are set forth in
further detail in the Indenture.

         6.       Subordination. Each Holder by accepting this Note agrees, that
payment of principal, premium, if any, and interest on (or any other Obligations
relating to) the Notes is subordinated in right of payment, to the extent and in
the manner provided in Article Ten of the Indenture, to the prior payment in
full in cash of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. Each Holder by
accepting this Note agrees, that any payment in respect of the Subsidiary
Guarantee of each Subsidiary Guarantor is subordinated in right of payment, to
the extent and in the manner provided in Article Twelve of the Indenture, to the
prior payment in full in cash of all Senior Debt of the Company and such
Subsidiary Guarantor (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

         7.       Optional Redemption. Except as described below, the Notes will
not be redeemable at the Company's option prior to November 1, 2008. At any time
on or after November 1, 2008, the Company may, at its option, redeem all or any
portion of the Notes, subject to any restrictions or other provisions relating
thereto in any Senior Debt, at the redemption prices (expressed as percentages
of the principal amount of the Notes) set forth below, plus, in each case,
accrued interest thereon to the applicable redemption date, if redeemed during
the 12-month period beginning November 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                    Percentage
----                                    ----------
<S>                                     <C>
2008                                     104.500%
</TABLE>

                                     A-1-8
<PAGE>

<TABLE>
<S>                                      <C>
2009                                     103.000%
2010                                     101.500%
2011 and thereafter                      100.000%
</TABLE>

         Notwithstanding the foregoing, at any time and from time to time on or
prior to November 1, 2006, the Company may redeem in the aggregate up to 35% of
the aggregate original principal amount of the Notes issued under the Indenture
with the net cash proceeds of one or more Equity Offerings, at a redemption
price (expressed as a percentage of principal amount) of 109.000%, plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that (1) at least 65% of the
aggregate principal amount of the Notes originally issued under the Indenture
must remain outstanding after each such redemption and (2) any such redemption
must occur within 60 days of the date of the closing of the Equity Offering.

         8.       Mandatory Redemption. The Company shall not be required to
make mandatory redemption payments or sinking fund payments with respect to the
Notes.

         9.       Selection and Notice of Redemption. Notice of redemption will
be mailed to the Holder's registered address at least 30 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed. If
less than all Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed in multiples of $1,000 pro rata, by lot or by any other method that the
Trustee considers fair and appropriate; provided that if the Notes are listed on
any securities exchange, that such method complies with the requirements of such
exchange. Notes in denominations larger than $1,000 may be redeemed in part. On
and after the redemption date interest ceases to accrue on Notes or portions of
them called for redemption (unless the Company shall default in the payment of
the redemption price or accrued interest).

         10.      Repurchase at Option of Holder. (a) Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to a Change of Control Offer at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, to the date of purchase. Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing, among other things, the transaction or transactions that constitute
the Change of Control and offering to repurchase Notes on the date specified in
such notice, which date shall be no earlier than 30 days and no later than 90
days from the date such notice is mailed, pursuant to the procedures required by
the Indenture and described in such notice.

         (b)      Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option to (1) prepay,
repay or purchase Senior Debt and, if the Senior Debt repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto;
provided, however, that if any Net Proceeds received in any Build-to-Suit
Sale-Leaseback Transaction or any Expansion Equipment Sale-Leaseback Transaction
are used to repay revolving credit Indebtedness, no corresponding reduction in
commitments with respect thereto will be required; or (2) to purchase
Replacement Assets or to

                                     A-1-9
<PAGE>

make a capital expenditure in or that is used or useful in a Permitted Business
or enter into a commitment to do so. Any Net Proceeds from Asset Sales that are
not applied or invested as provided in the preceding paragraph shall constitute
"Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an "Asset Sale Offer" to all
Holders of Notes, and all holders of other Indebtedness that is pari passu with
the Notes or any Subsidiary Guarantee containing provisions similar to those set
forth in this Indenture with respect to offers to purchase with the proceeds of
sales of assets, to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer shall be equal to 100% of principal
amount of the Notes purchased plus accrued and unpaid interest thereon to the
date of purchase, and shall be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

         11.      Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company is not required to transfer or exchange any Notes selected for
redemption. Also, the Company is not required to transfer or exchange any Notes
for a period of 15 days before the mailing of a notice of redemption of Notes to
be redeemed.

         12.      Persons Deemed Owners. The registered Holder of a Note may be
treated as the owner of it for all purposes and neither the Company, any
Subsidiary Guarantor, the Trustee nor any Agent shall be affected by notice to
the contrary.

         13.      Amendment, Supplement, Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the Notes,
and any past default or noncompliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Notes.
Without the consent of any Holder, the Company may modify, amend or supplement
the Indenture or the Notes to: cure any ambiguity, defect or inconsistency;
provide for uncertificated Notes in addition to or in place of certificated
Notes; provide for the assumption of the Company's or any Subsidiary Guarantor's
Obligations to the Holders of the Notes in the case of a merger or consolidation
or sale of all or substantially all of the Company's or such Subsidiary
Guarantor's assets pursuant to the provisions of Section 5.01, 4.20(B) or 4.11
of the Indenture; to make any change that would provide any additional benefit
or rights to the Holders or that does not adversely affect the legal rights
under the Indenture of any such Holder; to comply with requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the TIA; to comply with Sections 4.20 (Release of Subsidiary Guarantees)

                                     A-1-10
<PAGE>

and 4.22 (Additional Subsidiary Guarantors) of the Indenture; evidence and
provide for the acceptance of appointment by a successor Trustee; or to provide
for the issuance of Additional Notes in accordance with the Indenture.

         14.      Defaults and Remedies. If an Event of Default (other than an
Event of Default related to bankruptcy or insolvency of the Company, any
Subsidiary Guarantor or any Significant Subsidiary (or any Subsidiaries of the
Company that, taken together as a whole, would constitute a Significant
Subsidiary)) under the Indenture occurs and is continuing, then and in every
such case the Trustee or the Holders of at least 25% in principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on, all the Notes then outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee,
if given by Holders) specifying the respective Event of Default and upon any
such declaration such principal, premium, if any, and accrued and unpaid
interest shall become immediately due and payable; provided, however, that so
long as any Obligations under any Credit Agreement shall be outstanding or the
commitments thereunder have not been terminated, that acceleration shall not be
effective until the earlier of (1) the acceleration of all Obligations under the
Credit Agreement or (2) five business days after receipt by the administrative
agent under the Credit Agreement of written notice of the acceleration of the
Notes. If an Event of Default related to bankruptcy or insolvency of the
Company, any Subsidiary Guarantor or any Significant Subsidiary (or any
Subsidiaries of the Company that, taken together as a whole, would constitute a
Significant Subsidiary) occurs, all unpaid principal of, and accrued interest
on, the Notes then outstanding will become due and payable immediately, without
any declaration or other act on the part of the Trustee or any Holder. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity and security satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the Notes may direct the Trustee in
its exercise of any trust or power.

         15.      Trustee Dealings with Company and Subsidiary Guarantors. The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Company, the
Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the
same rights it would have if it were not Trustee.

         16.      Authentication. This Note shall not be valid until the Trustee
or an authenticating agent signs the certificate of authentication on the other
side of this Note.

         17.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

         18.      No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company, any Subsidiary Guarantor or the Trustee,
shall not have any liability for any obligations of the Company, any Subsidiary
Guarantor or the Trustee, under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of or by reason of,

                                     A-1-11
<PAGE>

such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

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

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: O'Charley's Inc., 3038
Sidco Drive, Nashville, Tennessee 37204, Attention: A. Chad Fitzhugh.

                                     A-1-12
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

________________________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint ___________________________________ as agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

________________________________________________________________________________

Your Signature:_________________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

Your Name:_____________________________________________________________________

Date:_____________________

Signature Guarantee:____________________________________________________________

                                     A-1-13
<PAGE>

                   FORM OF OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, check the box: [ ]

         If you want to have only part of this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the amount (in
integral multiples of $1,000:

$_____________________

Date:_________________   Signature:_____________________________________________
                         (Sign exactly as your name appears on the other side of
                          this Note)

Name:___________________________________________________________________________

Signature Guarantee:____________________________________________________________

<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

    The following increases or decreases in this Global Note have been made:

<TABLE>
<CAPTION>
                                                            PRINCIPAL
                  AMOUNT OF          AMOUNT OF            AMOUNT OF THIS           SIGNATURE OF
                 DECREASE IN        INCREASE IN            GLOBAL NOTE              AUTHORIZED
                  PRINCIPAL           PRINCIPAL           FOLLOWING SUCH           SIGNATORY OF
 DATE OF        AMOUNT OF THIS     AMOUNT OF THIS          DECREASE OR           TRUSTEE OR NOTES
EXCHANGE         GLOBAL NOTE        GLOBAL NOTE              INCREASE               CUSTODIAN
-------------------------------------------------------------------------------------------------
<S>             <C>                <C>                    <C>                    <C>
</TABLE>



<PAGE>

                                                                     EXHIBIT A-2

                         [FORM OF FACE OF INITIAL NOTE]

                                O'CHARLEY'S INC.

THIS SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT:

                  (A)      SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
         OTHERWISE TRANSFERRED, ONLY

                           (1)      (a) TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c)
                  OUTSIDE THE UNITED STATES TO A NON U.S PERSON IN A TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE
                  SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
                  (AS DEFINED IN RULE 501(a) (1) , (2) , (3) OR (7) OF THE
                  SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR "))
                  THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
                  LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE
                  FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
                  TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
                  NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
                  THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
                  SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION,
                  IF ANY, FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
                  REQUESTS),

                           (2)      TO THE ISSUER, OR

                           (3)      PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT

                                                                           A-2-1
<PAGE>

         AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
         SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY
         BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES
         WITHIN ITS OR THEIR CONTROL; AND

                  (B)      THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
         REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED
         HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED IN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO ERISA, (II) A "PLAN" DESCRIBED IN
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
(III) ANY ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY, OR (IV) A
GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), UNLESS THE ACQUISITION AND
HOLDING OF THIS SECURITY BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD
THAT IT HOLDS THIS SECURITY, ARE EXEMPT FROM THE PROHIBITED TRANSACTION
RESTRICTIONS UNDER ERISA AND SECTION 4975 OF THE CODE OR ANY PROVISIONS OF
SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION
STATUTORY OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF THIS
SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO

                                                                           A-2-2
<PAGE>

ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

                                                                           A-2-3
<PAGE>

                      9% SENIOR SUBORDINATED NOTES DUE 2013

No.  S-__                                                  $____________________

                                                             CUSIP No. U6750MAA5

O'Charley's Inc., a Tennessee corporation, promises to pay to Cede & Co. or
registered assigns the principal sum of _______________________ Dollars on
November 1, 2013.

         Interest Payment Dates: May 1 and November 1, commencing May 1, 2004

         Record Dates: April 15 and October 15.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                                                           A-2-4
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated: ____________________

                                                     O'CHARLEY'S INC.

                                                     By ________________________
                                                       Name:
                                                       Title:

                                                     By ________________________
                                                       Name:
                                                       Title:

                                                                           A-2-5
<PAGE>

Certificate of Authentication:

THE BANK OF NEW YORK,
as Trustee, certifies that this is one of
the Notes referred to in the within-
mentioned Indenture.

Date: _____________________

By ________________________________
   Authorized Signatory

                                                                           A-2-6
<PAGE>

                                [REVERSE OF NOTE]

                                O'CHARLEY'S INC.

                      9% SENIOR SUBORDINATED NOTES DUE 2013

         1.       Interest. O'Charley's Inc., a Tennessee corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9%
per annum from November 4, 2003 until maturity; provided, however, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Note from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured at a rate of 0.25% per annum per
$1,000 principal amount of such Notes with respect to the first 90-day period
following such Registration Default, increasing by an additional 0.25% per annum
per $1,000 principal amount of such Notes with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of additional interest of 1.0% per annum per $1,000 principal amount of such
Notes for all Registration Defaults. The Company will pay interest semiannually
on May 1 and November 1 of each year (each an "Interest Payment Date"), or if
any such day is not a Business Day, on the next succeeding Business Day.
Interest on the Notes will accrue from the most recent Interest Payment Date on
which interest has been paid or, if no interest has been paid, from November 4,
2003; provided that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be May 1, 2004. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
equal to the interest rate then in effect; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

         2.       Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the persons who are registered holders of Notes
at the close of business on the record date immediately preceding the Interest
Payment Date, even if such Notes are cancelled after the record date and on or
before the Interest Payment Date, except as provided in Section 2.11 of the
Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City of New York
maintained for such purposes, provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of,
premium, if any, and interest on, all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Company
or the Paying Agent. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal of, premium, if any, and
interest on the Notes in money of the United States of America that at the time
of payment is legal tender for payment of public and private debts.

                                                                           A-2-7
<PAGE>

         3.       Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice, as provided in the Indenture (defined below).
Neither the Company nor any of its Subsidiaries may act as Paying Agent or
Registrar.

         4.       Indenture. The Company issued the Notes under an Indenture,
dated as of November 4, 2003 (the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. Capitalized terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 as in effect on the date of the
Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Indenture pursuant to which the
Notes are issued provides that an unlimited aggregate principal amount of Notes
may be issued thereunder.

         5.       Guarantees. The Notes are general senior subordinated
unsecured obligations of the Company. The Company's obligation to pay principal,
premium, if any, and interest with respect to the Notes is unconditionally
guaranteed on a senior subordinated basis, jointly and severally, by the
Subsidiary Guarantors pursuant to Article Eleven of the Indenture. Certain
limitations to the obligations of the Subsidiary Guarantors are set forth in
further detail in the Indenture.

         6.       Subordination. Each Holder by accepting this Note agrees, that
payment of principal, premium, if any, and interest on (or any other Obligations
relating to) the Notes is subordinated in right of payment, to the extent and in
the manner provided in Article Ten of the Indenture, to the prior payment in
full in cash of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. Each Holder by
accepting this Note agrees, that any payment in respect of the Subsidiary
Guarantee of each Subsidiary Guarantor is subordinated in right of payment, to
the extent and in the manner provided in Article Twelve of the Indenture, to the
prior payment in full in cash of all Senior Debt of the Company and such
Subsidiary Guarantor (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

         7.       Optional Redemption. Except as described below, the Notes will
not be redeemable at the Company's option prior to November 1, 2008. At any time
on or after November 1, 2008, the Company may, at its option, redeem all or any
portion of the Notes, subject to any restrictions or other provisions relating
thereto in any Senior Debt, at the redemption prices (expressed as percentages
of the principal amount of the Notes) set forth below, plus, in each case,
accrued interest thereon to the applicable redemption date, if redeemed during
the 12-month period beginning November 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                    Percentage
----                                    ----------
<S>                                     <C>
2008                                     104.500%
</TABLE>

                                                                           A-2-8
<PAGE>

<TABLE>
<S>                                      <C>
2009                                     103.000%
2010                                     101.500%
2011 and thereafter                      100.000%
</TABLE>

         Notwithstanding the foregoing, at any time and from time to time on or
prior to November 1, 2006, the Company may redeem in the aggregate up to 35% of
the aggregate original principal amount of the Notes issued under the Indenture
with the net cash proceeds of one or more Equity Offerings, at a redemption
price (expressed as a percentage of principal amount) of 109.000%, plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that (1) at least 65% of the
aggregate principal amount of the Notes originally issued under the Indenture
must remain outstanding after each such redemption and (2) any such redemption
must occur within 60 days of the date of the closing of the Equity Offering.

         8.       Mandatory Redemption. The Company shall not be required to
make mandatory redemption payments or sinking fund payments with respect to the
Notes.

         9.       Selection and Notice of Redemption. Notice of redemption will
be mailed to the Holder's registered address at least 30 days but not more than
60 days before the redemption date to each Holder of Notes to be redeemed. If
less than all Notes are to be redeemed, the Trustee shall select the Notes to be
redeemed in multiples of $1,000 pro rata, by lot or by any other method that the
Trustee considers fair and appropriate; provided that if the Notes are listed on
any securities exchange, that such method complies with the requirements of such
exchange. Notes in denominations larger than $1,000 may be redeemed in part. On
and after the redemption date interest ceases to accrue on Notes or portions of
them called for redemption (unless the Company shall default in the payment of
the redemption price or accrued interest).

         10.      Repurchase at Option of Holder. (a) Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to a Change of Control Offer at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, to the date of purchase. Within 30 days
following any Change of Control, the Company will mail a notice to each Holder
describing, among other things, the transaction or transactions that constitute
the Change of Control and offering to repurchase Notes on the date specified in
such notice, which date shall be no earlier than 30 days and no later than 90
days from the date such notice is mailed, pursuant to the procedures required by
the Indenture and described in such notice.

         (b)      Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option to (1) prepay,
repay or purchase Senior Debt and, if the Senior Debt repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto;
provided, however, that if any Net Proceeds received in any Build-to-Suit
Sale-Leaseback Transaction or any Expansion Equipment Sale-Leaseback Transaction
are used to repay revolving credit Indebtedness, no corresponding reduction in
commitments with respect thereto will be required; or (2) to purchase
Replacement Assets or to

                                                                           A-2-9
<PAGE>

make a capital expenditure in or that is used or useful in a Permitted Business
or enter into a commitment to do so. Any Net Proceeds from Asset Sales that are
not applied or invested as provided in the preceding paragraph shall constitute
"Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an "Asset Sale Offer" to all
Holders of Notes, and all holders of other Indebtedness that is pari passu with
the Notes or any Subsidiary Guarantee containing provisions similar to those set
forth in this Indenture with respect to offers to purchase with the proceeds of
sales of assets, to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer shall be equal to 100% of principal
amount of the Notes purchased plus accrued and unpaid interest thereon to the
date of purchase, and shall be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

         11.      Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company is not required to transfer or exchange any Notes selected for
redemption. Also, the Company is not required to transfer or exchange any Notes
for a period of 15 days before the mailing of a notice of redemption of Notes to
be redeemed.

         12.      Persons Deemed Owners. The registered Holder of a Note may be
treated as the owner of it for all purposes and neither the Company, any
Subsidiary Guarantor, the Trustee nor any Agent shall be affected by notice to
the contrary.

         13.      Amendment, Supplement, Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the Notes,
and any past default or noncompliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Notes.
Without the consent of any Holder, the Company may modify, amend or supplement
the Indenture or the Notes to: cure any ambiguity, defect or inconsistency;
provide for uncertificated Notes in addition to or in place of certificated
Notes; provide for the assumption of the Company's or any Subsidiary Guarantor's
Obligations to the Holders of the Notes in the case of a merger or consolidation
or sale of all or substantially all of the Company's or such Subsidiary
Guarantor's assets pursuant to the provisions of Section 5.01, 4.20(B) or 4.11
of the Indenture; to make any change that would provide any additional benefit
or rights to the Holders or that does not adversely affect the legal rights
under the Indenture of any such Holder; to comply with requirements of the
Commission in order to effect or maintain the qualification of this Indenture
under the TIA; to comply with Sections 4.20 (Release of Subsidiary Guarantees)

                                                                          A-2-10
<PAGE>


and 4.22 (Additional Subsidiary Guarantors) of the Indenture; evidence and
provide for the acceptance of appointment by a successor Trustee; or to provide
for the issuance of Additional Notes in accordance with the Indenture.

         14.      Defaults and Remedies. If an Event of Default (other than an
Event of Default related to bankruptcy or insolvency of the Company, any
Subsidiary Guarantor or any Significant Subsidiary (or any Subsidiaries of the
Company that, taken together as a whole, would constitute a Significant
Subsidiary)) under the Indenture occurs and is continuing, then and in every
such case the Trustee or the Holders of at least 25% in principal amount of the
outstanding Notes may declare the unpaid principal of, premium, if any, and
accrued and unpaid interest on, all the Notes then outstanding to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee,
if given by Holders) specifying the respective Event of Default and upon any
such declaration such principal, premium, if any, and accrued and unpaid
interest shall become immediately due and payable; provided, however, that so
long as any Obligations under any Credit Agreement shall be outstanding or the
commitments thereunder have not been terminated, that acceleration shall not be
effective until the earlier of (1) the acceleration of all Obligations under the
Credit Agreement or (2) five business days after receipt by the administrative
agent under the Credit Agreement of written notice of the acceleration of the
Notes. If an Event of Default related to bankruptcy or insolvency of the
Company, any Subsidiary Guarantor or any Significant Subsidiary (or any
Subsidiaries of the Company that, taken together as a whole, would constitute a
Significant Subsidiary) occurs, all unpaid principal of, and accrued interest
on, the Notes then outstanding will become due and payable immediately, without
any declaration or other act on the part of the Trustee or any Holder. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may require indemnity and security satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the Notes may direct the Trustee in
its exercise of any trust or power.

         15.      Trustee Dealings with Company and Subsidiary Guarantors. The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Company, the
Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the
same rights it would have if it were not Trustee.

         16.      Authentication. This Note shall not be valid until the Trustee
or an authenticating agent signs the certificate of authentication on the other
side of this Note.

         17.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

         18.      No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company, any Subsidiary Guarantor or the Trustee,
shall not have any liability for any obligations of the Company, any Subsidiary
Guarantor or the Trustee, under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of or by reason of,

                                                                          A-2-11
<PAGE>

such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

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

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to: O'Charley's Inc., 3038
Sidco Drive, Nashville, Tennessee 37204, Attention: A. Chad Fitzhugh.

                                                                          A-2-12
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

________________________________________________________________________________
               (Insert assignee's social security or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint _____________________________________ as agent to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.

________________________________________________________________________________

Your Signature:_________________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

Your Name:______________________________________________________________________

Date:___________________

Signature Guarantee:____________________________________________________________

                                                                          A-2-13
<PAGE>

                   FORM OF OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, check the box: [ ]

         If you want to have only part of this Note purchased by the Company
pursuant to Section 4.11 or Section 4.16 of the Indenture, state the amount (in
integral multiples of $1,000:

$___________________

Date:_______________     Signature: ____________________________________________
                         (Sign exactly as your name appears on the other side of
                          this Note)

Name:___________________________________________________________________________

Signature Guarantee:____________________________________________________________

                                                                          A-2-14
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

O'Charley's Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
Facsimile: (615) 782-8818
Attention: A. Chad Fitzhugh

The Bank of New York
101 Barclay Street, Floor 8W
New York, NY 10286
Facsimile: (212) 815-5704
Attention: Corporate Trust Administration

         Re: 9% Senior Subordinated Notes due 2013 CUSIP:_____________

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), between O'Charley's Inc., a Tennessee corporation (the
"Company"), the Subsidiary Guarantors and The Bank of New York, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ___________________ (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $___________ in such Note[s] or interests (the
"Transfer"), to ___________________________ (the "Transferee"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                  [CHECK ALL THAT APPLY]

         1. - CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.
<PAGE>

         2. - CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S TEMPORARY GLOBAL NOTE, REGULATION S PERMANENT GLOBAL NOTE OR
A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period as defined in Regulation
S, the transfer is not being made to a U.S. Person or for the account or benefit
of a U.S. Person (other than the Initial Purchasers). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Temporary Global Note, Regulation S Permanent Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         3. - CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

                  (a) - such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act; or

                  (b) - such Transfer is being effected to the Company or a
         subsidiary thereof; or

                  (c) - such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act; or

                  (d) - such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive Notes and the requirements of the
         exemption claimed, which certification is supported by (1) a
         certificate executed by the Transferee in the form of Exhibit D to the
         Indenture and (2) if

                                                                             B-2
<PAGE>

         the principal amount of Notes to be transferred is less than $100,000,
         an Opinion of Counsel provided by the Transferor or the Transferee (a
         copy of which the Transferor has attached to this certification), to
         the effect that such Transfer is in compliance with the Securities Act.
         Upon consummation of the proposed transfer in accordance with the terms
         of the Indenture, the transferred beneficial interest or Definitive
         Note shall be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the Definitive Notes and in the
         Indenture and the Securities Act.

         4. - CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a) - CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
         Transfer is being effected pursuant to and in accordance with Rule 144
         under the Securities Act and in compliance with the transfer
         restrictions contained in the Indenture and any applicable blue sky
         securities laws of any state of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note shall no longer be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes, on Restricted Definitive Notes
         and in the Indenture.

                  (b) - CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
         Transfer is being effected pursuant to and in accordance with Rule 903
         or Rule 904 under the Securities Act and in compliance with the
         transfer restrictions contained in the Indenture and any applicable
         blue sky securities laws of any state of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note shall no longer be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes, on Restricted Definitive Notes
         and in the Indenture.

                  (c) - CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
         The Transfer is being effected pursuant to and in compliance with an
         exemption from the registration requirements of the Securities Act
         other than Rule 144, Rule 903 or Rule 904 and in compliance with the
         transfer restrictions contained in the Indenture and any applicable
         blue sky securities laws of any State of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note shall not be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the
         Restricted Global Notes or Restricted Definitive Notes and in the
         Indenture.

                                                                             B-3
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                            _________________________________
                                               [Insert Name of Transferor]

                                            By_______________________________
                                              Name:
                                              Title:
Dated:____________________

                                                                             B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

                  (A)      - a beneficial interest in the:

                    (i)  - 144A Global Note (CUSIP 670823AA1); or

                    (ii) - Regulation S Global Note (CUSIP U670MAA5); or

                  (B)      - a Restricted Definitive Note.

2.       After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

                  (A)      - a beneficial interest in the:

                    (i)   - 144A Global Note (CUSIP 670823AA1); or

                    (ii)  - Regulation S Global Note (CUSIP U670MAA5); or

                    (iii) - Unrestricted Global Note; or

                  (B)      - a Restricted Definitive Note; or

                  (C)      - an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                                                             B-5
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

O'Charley's Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
Facsimile: (615) 782-8818
Attention: A. Chad Fitzhugh

The Bank of New York
101 Barclay Street, Floor 8W
New York, NY 10286
Facsimile: (212) 815-5704
Attention: Corporate Trust Administration

         Re: 9% Senior Subordinated Notes due 2013        CUSIP: ______________

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), between O'Charley's Inc., a Tennessee corporation (the
"Company), the Subsidiary Guarantors and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         __________________________ (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount at maturity of $____________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                  (a) - CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
         NOTE. In connection with the Exchange of the Owner's beneficial
         interest in a Restricted Global Note for a beneficial interest in an
         Unrestricted Global Note in an equal principal amount, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Global
         Notes and pursuant to and in accordance with the United States
         Securities Act of 1933, as amended (the "Securities Act"), (iii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act and (iv) the beneficial interest in an

<PAGE>

         Unrestricted Global Note is being acquired in compliance with any
         applicable blue sky securities laws of any state of the United States.

                  (b) - CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection
         with the Exchange of the Owner's beneficial interest in a Restricted
         Global Note for an Unrestricted Definitive Note, the Owner hereby
         certifies (i) the Definitive Note is being acquired for the Owner's own
         account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Restricted
         Global Notes and pursuant to and in accordance with the Securities Act,
         (iii) the restrictions on transfer contained in the Indenture and the
         Private Placement Legend are not required in order to maintain
         compliance with the Securities Act and (iv) the Definitive Note is
         being acquired in compliance with any applicable blue sky securities
         laws of any state of the United States.

                  (c) - CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL Note. In connection
         with the Owner's Exchange of a Restricted Definitive Note for a
         beneficial interest in an Unrestricted Global Note, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to Restricted
         Definitive Notes and pursuant to and in accordance with the Securities
         Act, (iii) the restrictions on transfer contained in the Indenture and
         the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act and (iv) the beneficial interest is
         being acquired in compliance with any applicable blue sky securities
         laws of any state of the United States.

                  (d) - CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's
         Exchange of a Restricted Definitive Note for an Unrestricted Definitive
         Note, the Owner hereby certifies (i) the Unrestricted Definitive Note
         is being acquired for the Owner's own account without transfer, (ii)
         such Exchange has been effected in compliance with the transfer
         restrictions applicable to Restricted Definitive Notes and pursuant to
         and in accordance with the Securities Act, (iii) the restrictions on
         transfer contained in the Indenture and the Private Placement Legend
         are not required in order to maintain compliance with the Securities
         Act and (iv) the Unrestricted Definitive Note is being acquired in
         compliance with any applicable blue sky securities laws of any state of
         the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a) - CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection
         with the Exchange of the Owner's beneficial interest in a Restricted
         Global Note for a Restricted Definitive Note with an equal principal
         amount, the Owner hereby certifies that the Restricted Definitive Note
         is being acquired for the Owner's own account without transfer. Upon
         consummation of the proposed Exchange in accordance with the terms of
         the Indenture, the Restricted Definitive Note issued shall continue to
         be subject to the restrictions on transfer

                                                                             C-2
<PAGE>

         enumerated in the Private Placement Legend printed on the Restricted
         Definitive Note and in the Indenture and the Securities Act.

                  (b) - CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with
         the Exchange of the Owner's Restricted Definitive Note for a beneficial
         interest in the [CHECK ONE]

                           - 144A Global Note,

                           - Regulation S Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued shall be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in
the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                            ____________________________________
                                                [Insert Name of Transferor]

                                            By__________________________________
                                              Name:
                                              Title:
Dated:______________________

                                                                             C-3
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

O'Charley's Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
Facsimile: (615) 782-8818
Attention: A. Chad Fitzhugh

The Bank of New York
101 Barclay Street, Floor 8W
Facsimile: (212) 815-5704
New York, NY 10286
Attention: Corporate Trust Administration

         Re: 9% Senior Subordinated Notes due 2013           CUSIP: ____________

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), between O'Charley's Inc., a Tennessee corporation (the
"Company"), the Subsidiary Guarantors and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount at maturity of:

                  (a) - beneficial interest in a Global Note, or

                  (b) - a Definitive Note,

we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we shall do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the

<PAGE>

Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing the Definitive Note or beneficial
interest in a Global Note from us in a transaction meeting the requirements of
clauses (A) through (E) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we shall be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
shall bear a legend to the foregoing effect.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                     ___________________________________________
                                         [Insert Name of Accredited Investor]

                                     By_________________________________________
                                       Name:
                                       Title:
Dated:_____________________

                                       D-2

<PAGE>

                                                                       EXHIBIT E

           FORM OF SUPPLEMENTAL INDENTURE TO ADD SUBSIDIARY GUARANTORS

         This Supplemental Indenture, dated as of _________________ (this
"Supplemental Indenture"), among [NAME OF FUTURE SUBSIDIARY GUARANTOR] (the "New
Subsidiary Guarantor"), O'Charley's Inc. (together with its successors and
assigns, the "Company"), each other then existing Subsidiary Guarantor under the
Indenture referred to below (the "Subsidiary Guarantors"), and The Bank of New
York, as Trustee under the Indenture referred to below.

                              W I T N E S S E T H:

         WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of November 4, 2003 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of a principal amount of up to $125,000,000 of 9% Senior
Subordinated Notes due 2013 of the Company;

         WHEREAS, Section 4.22 of the Indenture provides that the Company is
required to cause certain Subsidiaries that are created or acquired after the
date of the Indenture to execute and deliver to the Trustee a Supplemental
Indenture pursuant to which such Subsidiary will fully and unconditionally
guarantee, on a joint and several basis with the other Subsidiary Guarantors,
the full and prompt payment of the Obligations of the Company under the Notes
and the Indenture on a senior subordinated basis, and the performance of all
other obligations of the Company to the Holders and the Trustee all in
accordance with the terms set forth in Article Eleven of the Indenture;

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the
Company and the Subsidiary Guarantors are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any
Holder;

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

                                   ARTICLE ONE

                                   DEFINITIONS

         Section 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Guarantee
shall refer to the term "Holders" as defined in the Indenture and the Trustee
acting on behalf or for the benefit of such holders. The words "herein,"
"hereof"

<PAGE>

and "hereby" and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.

                                   ARTICLE TWO

                        AGREEMENT TO BE BOUND; GUARANTEE

         Section 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The New Subsidiary Guarantor agrees to
be bound by all of the provisions of the Indenture applicable to a Subsidiary
Guarantor and to perform all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture.

         Section 2.2 Guarantee. The New Subsidiary Guarantor hereby
unconditionally guarantees, as primary obligor and not merely as surety, jointly
and severally with each other Subsidiary Guarantor, to each Holder of the Notes
and the Trustee, the full and punctual payment when due, whether at maturity,
upon redemption or repurchase, by declaration of acceleration or otherwise, of
the obligations pursuant to Article Eleven of the Indenture on basis consistent
with Article Twelve of the Indenture and subject to the terms and conditions of
the Indenture.

                                  ARTICLE THREE

                                  MISCELLANEOUS

         Section 3.1 Miscellaneous. All notices and other communications to the
New Subsidiary Guarantor shall be given as provided in the Indenture to the New
Subsidiary Guarantor, at its address set forth below, with a copy to the Company
as provided in the Indenture for notices to the Company.

                  Address of New Subsidiary Guarantor:

                  [NAME OF NEW SUBSIDIARY GUARANTOR]
                  c/o      O'Charley's Inc.
                           3038 Sidco Drive
                           Nashville, Tennessee 37204
                           Facsimile: (615) 782-8818
                           Attention: A. Chad Fitzhugh

         Section 3.2 Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or
in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained.

         Section 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

                                                                             E-2

<PAGE>

         Section 3.4 Separability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

         Section 3.5 Ratification of Indenture; Supplemental Indenture Part of
Indenture; Trustee's Disclaimer. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

         Section 3.6 Multiple Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.

         Section 3.7 Headings. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.

                                                                             E-3
<PAGE>

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

                                      [NEW SUBSIDIARY GUARANTOR],
                                      as a Subsidiary Guarantor

                                      By_________________________________
                                        Name:
                                        Title:

                                      O'CHARLEY'S INC.

                                      By_________________________________
                                        Name:
                                        Title:

                                      THE BANK OF NEW YORK, as Trustee

                                      By_________________________________
                                        Name:
                                        Title:

                                      [EACH THEN EXISTING SUBSIDIARY GUARANTOR]

                                      By_________________________________
                                        Name:
                                        Title:

                                                                             E-4