<PAGE>
                                                                     EXHIBIT 4.1

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

                                                                  EXECUTION COPY


                          GAYLORD ENTERTAINMENT COMPANY




                            8% SENIOR NOTES DUE 2013


                                   ----------


                                    INDENTURE


                          DATED AS OF NOVEMBER 12, 2003


                                   ----------


                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE


                                   ----------


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



<PAGE>




                             CROSS-REFERENCE TABLE*



<Table>
<Caption>
TRUST INDENTURE
  ACT SECTION                                                                                 INDENTURE SECTION
---------------                                                                               -----------------
<S>                                                                                           <C>
  310(a)(1).............................................................................               7.10
     (a)(2).............................................................................               7.10
     (a)(3).............................................................................               N.A.
     (a)(4).............................................................................               N.A.
     (a)(5).............................................................................               7.10
     (b)................................................................................               7.10
     (c)................................................................................               N.A.
  311(a)................................................................................               7.11
     (b)................................................................................               7.11
     (c)................................................................................               N.A.
  312(a)................................................................................               2.06
     (b)................................................................................              12.03
     (c)................................................................................              12.03
  313(a)................................................................................               7.06
     (b)(1).............................................................................               N.A.
     (b)(2).............................................................................            7.06, 7.07
     (c)................................................................................           7.06, 12.02
     (d)................................................................................               7.06
  314(a)................................................................................              12.05
     (b)................................................................................               N.A.
     (c)(1).............................................................................               N.A.
     (c)(2).............................................................................               N.A.
     (c)(3).............................................................................               N.A.
     (d)................................................................................               N.A.
     (e)................................................................................              12.05
     (f)................................................................................               N.A.
  315(a)................................................................................               N.A.
     (b)................................................................................               N.A.
     (c)................................................................................               N.A.
     (d)................................................................................               N.A.
     (e)................................................................................               N.A.
  316(a) (last sentence)................................................................               N.A.
     (a)(1)(A)..........................................................................               N.A.
     (a)(1)(B)..........................................................................               N.A.
     (a)(2).............................................................................               N.A.
     (b)................................................................................               N.A.
</Table>

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

<PAGE>

<Table>
<Caption>
TRUST INDENTURE
  ACT SECTION                                                                                 INDENTURE SECTION
---------------                                                                               -----------------
<S>                                                                                           <C>
     (c)................................................................................              12.14
  317(a)(1).............................................................................               N.A.
     (a)(2).............................................................................               N.A.
     (b)................................................................................               N.A.
  318(a)................................................................................               N.A.
     (b)................................................................................               N.A.
     (c)................................................................................              12.01
</Table>





<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>

                                   ARTICLE ONE
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.........................................................................................1
Section 1.02. Other Definitions..................................................................................28
Section 1.03. Incorporation by Reference of Trust Indenture Act..................................................28
Section 1.04. Rules of Construction..............................................................................29

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating....................................................................................29
Section 2.02. Execution and Authentication.......................................................................30
Section 2.03. Methods of Receiving Payments on the Notes.........................................................31
Section 2.04. Registrar and Paying Agent.........................................................................31
Section 2.05. Paying Agent to Hold Money in Trust................................................................32
Section 2.06. Holder Lists.......................................................................................32
Section 2.07. Transfer and Exchange..............................................................................32
Section 2.08. Replacement Notes..................................................................................44
Section 2.09. Outstanding Notes..................................................................................44
Section 2.10. Treasury Notes.....................................................................................45
Section 2.11. Temporary Notes....................................................................................45
Section 2.12. Cancellation.......................................................................................45
Section 2.13. Defaulted Interest.................................................................................46
Section 2.14. CUSIP Numbers......................................................................................46

                                  ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.................................................................................46
Section 3.02. Selection of Notes to Be Redeemed..................................................................46
Section 3.03. Notice of Redemption...............................................................................47
Section 3.04. Effect of Notice of Redemption.....................................................................48
Section 3.05. Deposit of Redemption Price........................................................................48
Section 3.06. Notes Redeemed in Part.............................................................................48
Section 3.07. Optional Redemption................................................................................48
Section 3.08. Repurchase Offers..................................................................................49
Section 3.09. Special Redemption.................................................................................51
Section 3.10. Application of Trust Money.........................................................................51

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes...................................................................................52
</Table>



                                       i

<PAGE>

<Table>
<S>                                                                                                             <C>
Section 4.02. Maintenance of Office or Agency....................................................................52
Section 4.03. Reports............................................................................................52
Section 4.04. Compliance Certificate.............................................................................53
Section 4.05. Taxes..............................................................................................54
Section 4.06. Stay, Extension and Usury Laws.....................................................................54
Section 4.07. Restricted Payments................................................................................54
Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..........................58
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.........................................60
Section 4.10. Asset Sales........................................................................................62
Section 4.11. Transactions with Affiliates.......................................................................64
Section 4.12. Liens..............................................................................................65
Section 4.13. Business Activities................................................................................66
Section 4.14. Offer to Repurchase upon a Change of Control.......................................................66
Section 4.15. [INTENTIONALLY LEFT BLANK].........................................................................67
Section 4.16. Designation of Restricted and Unrestricted Subsidiaries............................................67
Section 4.17. Payments for Consent...............................................................................68
Section 4.18. Guarantees.........................................................................................69
Section 4.19. Sale and Leaseback Transactions....................................................................69
Section 4.20. [INTENTIONALLY LEFT BLANK].........................................................................69
Section 4.21. Suspension of Certain Covenants and Agreements.....................................................69

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets............................................................70
Section 5.02. Successor Corporation Substituted..................................................................71

                                   ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default..................................................................................71
Section 6.02. Acceleration.......................................................................................73
Section 6.03. Other Remedies.....................................................................................73
Section 6.04. Waiver of Past Defaults............................................................................74
Section 6.05. Control by Majority................................................................................74
Section 6.06. Limitation on Suits................................................................................74
Section 6.07. Rights of Holders of Notes to Receive Payment......................................................75
Section 6.08. Collection Suit by Trustee.........................................................................75
Section 6.09. Trustee May File Proofs of Claim...................................................................75
Section 6.10. Priorities.........................................................................................76
Section 6.11. Undertaking for Costs..............................................................................76

                                  ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee..................................................................................76
Section 7.02. Certain Rights of Trustee..........................................................................78
Section 7.03. Individual Rights of Trustee.......................................................................78
Section 7.04. Trustee's Disclaimer...............................................................................79
Section 7.05. Notice of Defaults.................................................................................79
</Table>



                                       ii

<PAGE>

<Table>
<S>                                                                                                             <C>
Section 7.06. Reports by Trustee to Holders of the Notes.........................................................79
Section 7.07. Compensation and Indemnity.........................................................................79
Section 7.08. Replacement of Trustee.............................................................................80
Section 7.09. Successor Trustee by Merger, Etc...................................................................81
Section 7.10. Eligibility; Disqualification......................................................................81
Section 7.11. Preferential Collection of Claims Against Company..................................................81

                                  ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance...........................................82
Section 8.02. Legal Defeasance and Discharge.....................................................................82
Section 8.03. Covenant Defeasance................................................................................82
Section 8.04. Conditions to Legal or Covenant Defeasance.........................................................83
Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions......84
Section 8.06. Repayment to the Company...........................................................................85
Section 8.07. Reinstatement......................................................................................85

                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes................................................................86
Section 9.02. With Consent of Holders of Notes...................................................................86
Section 9.03. Compliance with Trust Indenture Act................................................................88
Section 9.04. Revocation and Effect of Consents..................................................................88
Section 9.05. Notation on or Exchange of Notes...................................................................89
Section 9.06. Trustee to Sign Amendments, Etc....................................................................89

                                   ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.........................................................................................89
Section 10.02. Limitation on Guarantor Liability.................................................................90
Section 10.03. Execution and Delivery of Note Guarantee..........................................................91
Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms................................................91
Section 10.05. Release of Guarantor..............................................................................92

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge........................................................................93
Section 11.02. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.....94
Section 11.03. Repayment to the Company..........................................................................94

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls......................................................................94
Section 12.02. Notices...........................................................................................94
Section 12.03. Communication by Holders of Notes with Other Holders of Notes.....................................96
</Table>


                                      iii

<PAGE>


<Table>
<S>                                                                                                             <C>
Section 12.04. Certificate and Opinion as to Conditions Precedent................................................96
Section 12.05. Statements Required in Certificate or Opinion.....................................................96
Section 12.06. Rules by Trustee and Agents.......................................................................96
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders..........................97
Section 12.08. Governing Law.....................................................................................97
Section 12.09. Consent to Jurisdiction...........................................................................97
Section 12.10. No Adverse Interpretation of Other Agreements.....................................................97
Section 12.11. Successors........................................................................................97
Section 12.12. Severability......................................................................................97
Section 12.13. Counterpart Originals.............................................................................98
Section 12.14. Acts of Holders...................................................................................98
Section 12.15. Benefit of Indenture..............................................................................99
Section 12.16. Table of Contents, Headings, Etc..................................................................99
</Table>


                                    EXHIBITS

Exhibit A         FORM OF 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 NOTATION OF GUARANTEE

Exhibit F         FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
                  GUARANTORS



                                       iv

<PAGE>


                  INDENTURE dated as of November 12, 2003 among Gaylord
Entertainment Company, a Delaware corporation (the "COMPANY"), the initial
Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank
National Association, a national banking corporation, as trustee.

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its 8% Senior
Notes due 2013 to be issued in one or more series as provided in this Indenture.
The initial Guarantors have duly authorized the execution and delivery of this
Indenture to provide for a guarantee of the Notes and of certain of the
Company's obligations hereunder. All things necessary to make this Indenture a
valid agreement of the Company and the initial Guarantors, in accordance with
its terms, have been done.

                  The Company, the Guarantors and the Trustee (as defined below)
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined below) of the 8% Senior Notes due 2013:

                                  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 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:

         (1)      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

         (2)      Indebtedness secured by a Lien encumbering any asset acquired
                  by such specified Person.

                  "ADDITIONAL NOTES" means an unlimited maximum aggregate
principal amount of Notes (other than the Notes issued on the date hereof)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the



                                       1

<PAGE>

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.

                  "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:

         (1)      the sale, lease, conveyance or other disposition of any
                  property or assets; 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
                  will be governed by Section 4.14 and/or Section 5.01 and not
                  by Section 4.10; and

         (2)      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:

         (1)      any single transaction or series of related transactions that
                  involves assets having a fair market value of less than $5.0
                  million;

         (2)      a transfer of assets between or among the Company and its
                  Restricted Subsidiaries;

         (3)      an issuance of Equity Interests by a Restricted Subsidiary to
                  the Company or to another Restricted Subsidiary;

         (4)      (a) the sale or lease of equipment, inventory, accounts
                  receivable or other assets in the ordinary course of business
                  and (b) leases which are ancillary to the operations of the
                  Company and its Restricted Subsidiaries;

         (5)      the sale or other disposition of Cash Equivalents;

         (6)      a Permitted Investment or a Restricted Payment that is
                  permitted by Section 4.07;

         (7)      any sale or disposition of the Company's interests in the
                  Nashville Hockey Club Limited Partnership, Bass Pro, Inc. or
                  the Oklahoma City Athletic Club, Inc.;

         (8)      the disposition of all or some of the Viacom Stock in
                  satisfaction of the Company's Obligations under the SAILS
                  Forward Exchange Contracts or any Permitted SAILS Refinancing
                  Indebtedness;



                                       2

<PAGE>

         (9)      any sale or disposition of any property or 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;

         (10)     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

         (11)     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 any of its Restricted Subsidiaries 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.

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

                  "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.

                  "BOARD OF DIRECTORS" means:

         (1)      with respect to a corporation, the board of directors of the
                  corporation;

         (2)      with respect to a partnership, the Board of Directors of the
                  general partner of the partnership; and

         (3)      with respect to any other Person, the board or committee of
                  such Person serving a similar function.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification.

                  "BROKER-DEALER" has the meaning set forth in the Registration
Rights Agreement.

                  "BUSINESS DAY" means any day other than a Legal Holiday.



                                       3

<PAGE>

                  "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 that would at that time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "CAPITAL STOCK" means:

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

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

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

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

                  "CASH EQUIVALENTS"  means:

         (1)      United States dollars and, to the extent received by the
                  Company or any of its Subsidiaries in the ordinary course of
                  business, foreign currency;

         (2)      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 six months from the date of
                  acquisition;

         (3)      certificates of deposit and eurodollar time deposits with
                  maturities of six months or less from the date of acquisition,
                  bankers' acceptances with maturities not exceeding six months
                  and overnight bank deposits, in each case, with any domestic
                  commercial bank having capital and surplus in excess of $500.0
                  million;

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

         (5)      commercial paper having a rating of P-2 or better from Moody's
                  or A-2 or better from S&P and in each case maturing within six
                  months after the date of acquisition;

         (6)      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 or S&P and having maturities of
                  not more than six months from the date of acquisition; and

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



                                       4
<PAGE>

                  "CHANGE OF CONTROL" means the occurrence of any of the
following:

         (1)      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);

         (2)      the adoption of a plan relating to the liquidation or
                  dissolution of the Company;

         (3)      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;

         (4)      the first day on which a majority of the members of the Board
                  of Directors of the Company are not Continuing Directors; or

         (5)      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 ultimate Beneficial Owner of 50% or more of
                  the voting power of the Voting Stock of the surviving or
                  transferee Person.

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme,
Luxembourg (formerly Cedel Bank, societe anonyme), and any successor thereto.

                  "CLOSING DATE" means November 12, 2003.

                  "COLLATERAL AGENT" means U.S. Bank National Association, a
national banking corporation, as collateral agent under the Pledge Agreement,
until a successor replaces it in accordance with the applicable provisions of
the Pledge Agreement and thereafter means the successor serving hereunder.

                  "COMPANY" means Gaylord Entertainment Company until a
successor replaces it pursuant to Section 5.01 hereof and thereafter means the
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:



                                       5
<PAGE>

         (1)      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

         (2)      Fixed Charges of such Person and its Restricted Subsidiaries
                  for such period and any interest on the SAILS Forward Exchange
                  Contracts or on any Permitted SAILS Refinancing Indebtedness
                  for such period (to the extent any such interest on the SAILS
                  Forward Exchange Contracts or on any Permitted SAILS
                  Refinancing Indebtedness was excluded from Fixed Charges), to
                  the extent that any such Fixed Charges or interest were
                  deducted in computing such Consolidated Net Income; plus

         (3)      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 (including the non-cash portion of (A)
                  ground rents expense and (B) expense with respect to the
                  Naming Rights Agreement dated November 24, 1999 between
                  Nashville Hockey Club Limited Partnership and the Company;
                  provided that in the case of clause (A) and (B) the cash
                  portion of each such expense not deducted in computing the
                  Consolidated Net Income of such Person in any future period
                  shall be deducted in computing the Consolidated Cash Flow of
                  such Person for such future period, but excluding any other
                  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, (C) non-cash write-offs of goodwill, intangibles
                  and long-lived assets and (D) the amortization of prepaid
                  deferred finance charges on the SAILS Forward Exchange
                  Contracts) of such Person and its Restricted Subsidiaries for
                  such period to the extent that such depreciation, amortization
                  and other non-cash expenses were deducted in computing such
                  Consolidated Net Income; plus

         (4)      preopening costs relating to the operations of such Person and
                  its Restricted Subsidiaries for such period as calculated and
                  presented in accordance with GAAP on the face of such Person's
                  consolidated statements of operations, to the extent deducted
                  in computing such Consolidated Net Income; plus

         (5)      any extraordinary loss for such period, together with any
                  related provision for taxes on such extraordinary loss; minus

         (6)      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, the provision for taxes based
on the income or profits of, the Fixed Charges 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 (A) in the same proportion that the Net Income of such
Restricted Subsidiary was added to compute such Consolidated Net Income of




                                       6
<PAGE>

the Company and (B) only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended or distributed 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
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

         (1)      the Net Income 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 Restricted Subsidiary thereof;

         (2)      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;

         (3)      the Net Income of any Person acquired during the specified
                  period for any period prior to the date of such acquisition
                  shall be excluded;

         (4)      the cumulative effect of a change in accounting principles
                  shall be excluded; and

         (5)      notwithstanding clause (1) above, 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.

                  "CONSTRUCTION INDEBTEDNESS" means, with respect to any Person,
any Indebtedness incurred to finance the cost of design, development,
construction and opening of new or redeveloped assets that will be used or
useful in a Permitted Business, including the cost of acquisition of related
property, plant or equipment, to be owned by such Person or any of its
Restricted Subsidiaries.

                  "CONTINUING DIRECTORS" means, as of any date of determination,
any member of the Board of Directors of the Company who:

         (1)      was a member of such Board of Directors on the date of this
                  Indenture; or

         (2)      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.



                                       7
<PAGE>

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 12.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CREDIT AGREEMENT" means that certain Credit Agreement, dated
as of May 22, 2003, by and among Opryland Hotel--Florida Limited Partnership,
Opryland Hotel--Texas Limited Partnership, the Company, Deutsche Bank Trust
Company Americas, as Administrative Agent, Deutsche Bank Securities, Inc., Banc
of America Securities LLC and CIBC World Markets Corp., as Joint Book Running
Managers and Co-Lead Arrangers, and the other Lenders named therein providing
for up to $25.0 million of revolving credit borrowings, including any related
notes, Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time.

                  "CREDIT FACILITIES" means one or more debt facilities
(including, without limitation, the Credit Agreement and the Nashville Senior
Loan) 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.

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

                  "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 hereto, and 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.

                  "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 91 days
after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute 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



                                       8
<PAGE>

the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07. 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 Restricted Subsidiary of the
Company other than a Restricted Subsidiary that is (1) a "controlled foreign
corporation" under Section 957 of the Internal Revenue Code or (2) a Subsidiary
of any such controlled foreign corporation.

                  "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 a public or private offer and sale of
Capital Stock (other than Disqualified Stock) of the Company.

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

                  "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 Indebtedness of the Company and
its Subsidiaries (other than (i) Indebtedness under the Credit Agreement, (ii)
Indebtedness represented by the SAILS Forward Exchange Contracts and (iii)
Indebtedness under the Nashville Senior Loan) in existence on the date of the
Indenture after giving effect to the application of the proceeds of the Notes
(when such proceeds are applied) and any Indebtedness borrowed on the date of
the Indenture, until such amounts are repaid.

                  "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 in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

                  "FIXED CHARGES" means, with respect to any specified Person
for any period, the sum, without duplication, of:

         (1)      the consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued, including, without limitation, amortization of debt
                  issuance costs (other than as specified below) and original
                  issue discount, non-cash interest payments, the interest
                  component of any deferred payment obligations, the interest
                  component of all payments associated with



                                       9
<PAGE>

                  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, but
                  excluding (a) any interest expense under the SAILS Forward
                  Exchange Contracts to the extent paid prior to the date of
                  this Indenture, (b) any non-cash interest expense under any
                  Permitted SAILS Refinancing Indebtedness to the extent that
                  (x) the obligation with respect to such expense may be
                  satisfied in full by delivery of some or all of the Viacom
                  Stock and (y) the Company does not sell, dispose of or
                  otherwise convey any interest in the Viacom Stock owned by the
                  Company on the date of this Indenture other than pursuant to
                  such Permitted SAILS Refinancing Indebtedness, (c) the
                  amortization of prepaid deferred finance charges on the SAILS
                  Forward Exchange Contracts and (d) amortization of debt
                  issuance costs for Indebtedness outstanding on the date of
                  this Indenture; plus

         (2)      the consolidated interest of such Person and its Restricted
                  Subsidiaries that was capitalized during such period; plus

         (3)      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

         (4)      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.

                  "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:



                                       10
<PAGE>

         (1)      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 Securities Act, but without giving
                  effect to clause (3) of the proviso set forth in the
                  definition of Consolidated Net Income;

         (2)      the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP shall be
                  excluded;

         (3)      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

         (4)      consolidated interest expense attributable to interest on any
                  Indebtedness (whether existing or being incurred or, in the
                  case of Construction Indebtedness, committed but undrawn)
                  computed (i) with respect to all Indebtedness other than the
                  committed but undrawn portion of any Construction
                  Indebtedness, 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 and (ii) with respect to the committed but
                  undrawn portion of any Construction Indebtedness, on a pro
                  forma basis shall be computed as if the rate in effect on the
                  drawn portion of such Construction Indebtedness 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.

                  "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 on the
date of this Indenture.

                  "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.



                                       11
<PAGE>

                  "GLOBAL NOTES" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.07(b),
2.07(d) or 2.07(f) of this Indenture.

                  "GOVERNMENT SECURITIES" means securities that are direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged.

                  "GUARANTEE" means, as to any Person, 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 of another
Person.

                  "GUARANTORS" means:

         (1)      Gaylord Program Services, Inc., Grand Ole Opry Tours, Inc.,
                  Wildhorse Saloon Entertainment Ventures, Inc., Gaylord
                  Investments, Inc., OLH Holdings, LLC, OLH, G.P., Opryland
                  Hotel-Florida Limited Partnership, Gaylord Hotels, LLC,
                  Opryland Hospitality, LLC, Opryland Hotel-Texas, LLC, Opryland
                  Hotel-Texas Limited Partnership, Opryland Productions Inc.,
                  Opryland Theatricals Inc., Corporate Magic, Inc., Opryland
                  Attractions, Inc., Gaylord Creative Group, Inc. and CCK
                  Holdings, LLC; and

         (2)      any other subsidiary that executes a Note Guarantee in
                  accordance with the provisions of this Indenture;

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

                  "HEDGING OBLIGATIONS" means, with respect to any specified
Person, the obligations of such Person under:

         (1)      interest rate swap agreements, interest rate cap agreements,
                  interest rate collar agreements and other agreements or
                  arrangements designed for the purpose of fixing, hedging or
                  swapping interest rate risk;

         (2)      commodity swap agreements, commodity option agreements,
                  forward contracts and other agreements or arrangements
                  designed for the purpose of fixing, hedging or swapping
                  commodity price risk; and

         (3)      foreign exchange contracts, currency swap agreements and other
                  agreements or arrangements designed for the purpose of fixing,
                  hedging or swapping foreign currency exchange rate risk.

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

                  "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



                                       12
<PAGE>

responsible for, the payment of, contingently or otherwise, such Indebtedness;
provided that (1) the committed but undrawn portion of any Construction
Indebtedness available to any Person shall be deemed to be incurred by such
Person at the time of such commitment and shall not be deemed to be incurred
upon being subsequently drawn, (2) any Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary of the Company shall be deemed
to be incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary of the Company and (3) neither the accrual of interest nor the
accretion of original issue discount nor the payment of interest in the form of
additional Indebtedness with the same terms and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock (to the extent provided for when the Indebtedness or
Disqualified Stock on which such interest or dividend is paid was originally
issued) shall be considered an incurrence of Indebtedness; provided that in each
case the amount thereof is for all other purposes included in the Fixed Charges
and Indebtedness of the Company or its Restricted Subsidiary as accrued.

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

         (1)      in respect of borrowed money including, without limitation,
                  obligations under the SAILS Forward Exchange Contracts, any
                  prepaid forward contract relating to the Viacom Stock or any
                  Permitted SAILS Refinancing Indebtedness;

         (2)      evidenced by bonds, notes, debentures or similar instruments;

         (3)      evidenced by 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 (other than obligations described in clauses (1)
                  or (2) above or clauses (5), (6) or (8) 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;

         (4)      in respect of banker's acceptances;

         (5)      in respect of Capital Lease Obligations and Attributable Debt;

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

         (7)      representing Hedging Obligations, other than Hedging
                  Obligations that are incurred for the purpose of fixing,
                  hedging or swapping interest rate, commodity price or foreign
                  currency exchange rate risk (or to reverse or amend any such
                  agreements previously made for such purposes), 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



                                       13
<PAGE>

         (8)      representing Disqualified Stock valued at the greater of its
                  voluntary or involuntary maximum fixed repurchase price plus
                  accrued dividends.

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, (y) to
the extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person and (z) the committed but undrawn portion of
any Construction Indebtedness of such 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 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 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:

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

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

         (3)      in the case of Construction Indebtedness, the committed but
                  undrawn portion thereof;

provided that Indebtedness shall not include:

         (i)      any liability for federal, state, local or other taxes,

         (ii)     performance, surety or appeal bonds provided in the ordinary
                  course of business or

         (iii)    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, assets or
                  Restricted Subsidiary (other than Guarantees of Indebtedness
                  incurred by any Person acquiring all or any portion of such
                  business, assets or Restricted Subsidiary for the purpose of
                  financing such acquisition), 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.



                                       14
<PAGE>

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

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

                  "INITIAL PURCHASERS" means the initial purchasers listed on
Schedule A of the purchase agreement dated October 28, 2003, among the Company,
the Guarantors and the Initial Purchasers.

                  "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 is not also a QIB.

                  "INVESTMENT GRADE" means (1) BBB- or above, in the case of S&P
(or its equivalent under any successor Rating Categories of S&P) and Baa3 or
above, in the case of Moody's (or its equivalent under any successor Rating
Categories of Moody's), or (2) the equivalent in respect of the Rating
Categories of any Rating Agencies.

                  "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, 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, payroll, 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
Wholly Owned Restricted Subsidiary of the Company or any Guarantor such that,
after giving effect to any such sale or disposition, such Person is no longer a
Wholly Owned Restricted Subsidiary of the Company or a Guarantor, 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 4.07. 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 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 Section 4.07 hereof.

                  "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are
authorized by law, regulation



                                       15
<PAGE>

or executive order to remain closed. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

                  "LEGENDED REGULATION S GLOBAL NOTE" means a global Note in the
form of Exhibit A 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 Notes initially sold in reliance
on Rule 903 of Regulation S.

                  "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.

                  "LIQUIDATED DAMAGES" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

                  "MERGER" means the merger of GET Merger Sub, Inc. and
ResortQuest International, Inc. pursuant to the terms of the Merger Agreement.

                  "MERGER AGREEMENT" means the Agreement and Plan of Merger,
dated as of August 4, 2003, among the Company, GET Merger Sub, Inc. and
ResortQuest International, Inc.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "NASHVILLE SENIOR LOAN" means the loan in the original
principal amount of $275.0 million made as of March 27, 2001 by Merrill Lynch
Mortgage Lending, Inc. to Opryland Hotel Nashville, LLC, secured by, among other
things, a first priority deed of trust encumbering Opryland Nashville, as in
effect on the date of this Indenture.

                  "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 sale of assets outside the ordinary course of business of
                  such Person; 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;



                                       16
<PAGE>

         (2)      any realized or unrealized gains or losses from the SAILS
                  Forward Exchange Contracts, Permitted SAILS Refinancing
                  Indebtedness or the Viacom stock;

         (3)      one-time nonrecurring costs and expenses of the Company and
                  its Restricted Subsidiaries incurred in connection with the
                  Merger in an aggregate amount since the date of this Indenture
                  not to exceed $10.0 million; and

         (4)      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, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not the interest component, thereof) 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
(1) 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, (2) 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, (3) amounts required to
be applied to the repayment of Indebtedness or other liabilities, secured by a
Lien on the asset or assets that were the subject of such Asset Sale, or
required to be paid as a result of such sale, (4) any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP and (5) appropriate amounts to be provided by the Company or its Restricted
Subsidiaries as a reserve against liabilities associated with such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
determined in accordance with GAAP.

                  "NET TANGIBLE ASSETS" means the total amount of assets of the
Company and its Restricted Subsidiaries (less applicable depreciation,
amortization and other valuation reserves), except to the extent resulting from
write-ups of capital assets (excluding write-ups in connection with accounting
for acquisitions in conformity with GAAP), after deducting therefrom (1) all
current liabilities of the Company and its Restricted Subsidiaries (excluding
intercompany items) and all liabilities under the SAILS Forward Exchange
Contracts and Permitted SAILS Refinancing Indebtedness and (2) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                  "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to
this Indenture.

                  "NOTES" means the 8% Senior Notes due 2013 of the Company
issued on the date hereof and any Additional Notes, including any Exchange
Notes. The Notes and the Additional Notes, if any, shall be treated as a single
class for all purposes under this Indenture.



                                       17
<PAGE>

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

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

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

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee (who may be counsel to or an employee of
the Company) that meets the requirements of Section 12.05 hereof.

                  "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).

                  "PERMITTED BUSINESS" means any business conducted or proposed
to be conducted by the Company and its Restricted Subsidiaries or by ResortQuest
International, Inc. and its Subsidiaries on the date of this Indenture and other
businesses reasonably related, ancillary or complementary thereto.

                  "PERMITTED INVESTMENTS" means:

         (1)      any Investment in the Company, in a Wholly Owned Restricted
                  Subsidiary of the Company or in a Guarantor;

         (2)      any Investment in Cash Equivalents;

         (3)      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 Wholly Owned Restricted
                           Subsidiary of the Company or a Guarantor; 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, a Wholly Owned Restricted Subsidiary of the
                           Company or a Guarantor;

         (4)      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 4.10;



                                       18
<PAGE>

         (5)      Hedging Obligations that are incurred for the purpose of
                  fixing, hedging or swapping interest rate, commodity price or
                  foreign currency exchange rate risk (or to reverse or amend
                  any such agreements previously made for such purposes), 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, indemnifies and compensation payable thereunder;

         (6)      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;

         (7)      Investments by the Company or any of its Restricted
                  Subsidiaries in Bass Pro, Inc. or the Oklahoma City Athletic
                  Club, Inc. to the extent received in consideration for the
                  Company's or its Restricted Subsidiaries' Investments in Bass
                  Pro, Inc. or the Oklahoma City Athletic Club, Inc.,
                  respectively, to the extent such Investments were permitted
                  under this Indenture;

         (8)      Investments by the Company to the extent received (a) in
                  consideration for the Company's Investments in the Nashville
                  Hockey Club Limited Partnership permitted under this Indenture
                  or (b) in satisfaction of obligations pursuant to the
                  Agreement of Limited Partnership of Nashville Hockey Club
                  Limited Partnership dated as of June 25, 1997 between and
                  among Leipold Hockey Holdings, LLC, Craig Leipold, Helen P.
                  Johnson-Leipold, Samuel C. Johnson, CCK, Inc. and Nashville
                  Hockey Club Limited Partnership or the Naming Rights Agreement
                  dated as of November 24, 1999 by and between Nashville Hockey
                  Club Limited Partnership and the Company;

         (9)      loans by the Company or any of its Restricted Subsidiaries to
                  ResortQuest International, Inc. pursuant to arrangements in
                  existence on the date of this Indenture;

         (10)     the Viacom Stock and any other Investments in existence on the
                  date of this Indenture;

         (11)     any Investment by the Company deemed to be made by its
                  incurrence of any Permitted SAILS Refinancing Indebtedness;

         (12)     loans or advances to employees made in the ordinary course of
                  business of the Company or any Restricted Subsidiary thereof
                  in an amount, together with all other loans or advances made
                  pursuant to this clause (12), not to exceed $500,000 at any
                  time outstanding;

         (13)     loans to ResortQuest International, Inc. in an amount,
                  together with all other loans to ResortQuest International,
                  Inc. pursuant to this clause (13), not to exceed $20.0 million
                  at any time outstanding;



                                       19
<PAGE>

         (14)     Investments of ResortQuest International, Inc. in existence as
                  of the date of this Indenture;

         (15)     Investments in any Person in an aggregate amount (measured on
                  the date such Investments were made and without giving effect
                  to subsequent changes in value), when taken together with all
                  other Investments made pursuant to this clause (15) since the
                  date of this Indenture (but, to the extent that any Investment
                  made pursuant to this clause (15) since the date of this
                  Indenture is sold or otherwise liquidated for cash, minus the
                  lesser of (a) the cash return of capital with respect to such
                  Investment (less the cost of disposition, if any) and (b) the
                  initial amount of such Investment), not to exceed 10% of the
                  Company's Net Tangible Assets; provided that, if such Person
                  is not a Restricted Subsidiary of the Company, the Company or
                  a Restricted Subsidiary thereof has entered or, concurrently
                  with any such Investment, enters into a long-term management
                  contract with respect to assets of such Person that are used
                  or useful in a Permitted Business; provided further that the
                  aggregate amount (measured on the date such Investments were
                  made and without giving effect to subsequent changes in value)
                  of Investments made in Persons that are not Restricted
                  Subsidiaries of the Company do not exceed 5% of the Company's
                  Net Tangible Assets; and

         (16)     other Investments in any Person having an aggregate 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 (16) since the date of this Indenture, not to
                  exceed $5.0 million.

                  "PERMITTED LIENS" means:

         (1)      Liens on the assets of the Company or any Restricted
                  Subsidiary thereof securing Indebtedness in an amount not to
                  exceed the sum of (A) the amount of secured Indebtedness in
                  existence on the date of this Indenture after giving effect to
                  the application of the proceeds of the Notes, plus (B) the
                  amount of Indebtedness available for incurrence under the
                  Credit Agreement on the date of this Indenture after giving
                  effect to the application of the proceeds of the Notes, plus
                  (C) up to $100.0 million of additional Indebtedness incurred
                  by the Company or any Guarantor after the date of this
                  Indenture under Credit Facilities, plus (D) (x) the amount of
                  committed but undrawn Construction Indebtedness incurred after
                  the date of this Indenture, minus (y) the amount of such
                  Construction Indebtedness drawn after the date of this
                  Indenture, plus (E) 75% of the purchase price or cost of
                  construction or improvement of property, plant or equipment
                  used in the business of the Company or any Restricted
                  Subsidiary thereof purchased or constructed after the date of
                  this Indenture, including any funds in restricted accounts to
                  be used for the sole purpose of financing such purchase price
                  or cost of construction or improvement, minus (F) the
                  aggregate amount of all Net Proceeds of Asset Sales applied by
                  the Company or any Restricted Subsidiary to permanently repay
                  any Indebtedness in the foregoing clauses (A), (B), (C), (D)
                  or (E) (and, in the case of any revolving credit Indebtedness,
                  to effect a corresponding commitment reduction thereunder)
                  pursuant to Section 4.10;



                                       20
<PAGE>

         (2)      Liens in favor of the Company or any Restricted Subsidiary;

         (3)      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 (and additions and accessions
                  thereto);

         (4)      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 (and additions and accessions
                  thereto);

         (5)      Liens existing on the date of this Indenture;

         (6)      Liens with respect to obligations that do not exceed $15.0
                  million at any one time outstanding;

         (7)      Liens to secure Indebtedness (including Capital Lease
                  Obligations) permitted by Section 4.09(b)(iv) covering only
                  the assets acquired with such Indebtedness; and

         (8)      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;

         (9)      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 credit that
                  support such Hedging Obligations and Liens securing Hedging
                  Obligations of the Company that do not constitute Indebtedness
                  and that fix, hedge or swap interest rate risk on the Notes;

         (10)     Liens securing Permitted Refinancing Indebtedness (and all
                  Obligations related thereto) and Permitted SAILS Refinancing
                  Indebtedness; provided that such Liens do not extend to or
                  cover any property or assets other than the property or assets
                  that secure the Indebtedness being refinanced (and additions
                  and accessions to such property or assets);

         (11)     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;

         (12)     carriers, warehousemen's, mechanics', worker's, materialmen's,
                  operators', landlords' or similar Liens arising in the
                  ordinary course of business;



                                       21
<PAGE>

         (13)     Liens incurred or deposits made in the ordinary course of
                  business in connection with worker's compensation,
                  unemployment insurance or other social security obligations;

         (14)     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;

         (15)     survey exceptions, encumbrances, easements or reservations of,
                  or rights of other 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 no materially adversely affect the value of
                  such properties or materially impair the use for the purposes
                  of which such properties are held by the Company or any of its
                  Restricted Subsidiaries;

         (16)     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;

         (17)     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
                  such bonds or obligations, or to secure letters of credit in
                  lieu of or supporting the payment of such bonds or
                  obligations;

         (18)     Liens on property or assets used to defease Indebtedness that
                  was not incurred in violation of this Indenture;

         (19)     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 thereof on
                  deposit with or in possession of such bank;

         (20)     any interest or title of a lessor, licensor or sublicensor in
                  the property subject to any lease, license or sublicense;

         (21)     Liens created under the Pledge Agreement;

         (22)     Liens arising from precautionary UCC financing statements
                  regarding operating leases or consignments; and

         (23)     Liens of franchisors in the ordinary course of business not
                  securing Indebtedness.

                  "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



                                       22
<PAGE>

Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that:

         (1)      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);

         (2)      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;

         (3)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Notes or the Note Guarantees, such 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;

         (4)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is pari passu in right of
                  payment with the Notes or any Note Guarantees, such Permitted
                  Refinancing Indebtedness is pari passu with, or subordinated
                  in right of payment to, the Notes or such Note Guarantees; and

         (5)      such Indebtedness is incurred by the Company, any Guarantor or
                  by the Restricted Subsidiary who is the obligor on the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded.

                  "PERMITTED SAILS REFINANCING INDEBTEDNESS" means any
Indebtedness (including any related options on some or all of the Viacom Stock,
whether in one or more separate agreements) of the Company issued in exchange
for, or the net proceeds of which are used solely to offset, purchase, redeem,
extend, refinance, renew, replace, defease, refund or otherwise acquire or
retire the Company's Indebtedness represented by the SAILS Forward Exchange
Contracts as in effect on the date of this Indenture or any Permitted SAILS
Refinancing Indebtedness; provided that, (i) on the date of its incurrence, the
purchase price or principal amount of such Permitted SAILS Refinancing
Indebtedness does not exceed the fair market value of the Viacom Stock on such
date and (ii) the Company's obligations with respect to the purchase price or
principal amount of such Permitted SAILS Refinancing Indebtedness (x) may be
satisfied in full by delivery of the Viacom Stock and any related options on the
Viacom Stock or any proceeds received by the Company on account of such options
(provided that, in the case of the Viacom Stock, such delivery need not be the
exclusive method of satisfying the Company's obligations thereunder); provided
that if the Company no longer owns sufficient



                                       23
<PAGE>

Viacom Stock and/or related options on Viacom Stock to satisfy in full the
Company's Obligations under such Permitted SAILS Refinancing Indebtedness, such
Indebtedness shall no longer be deemed to be Permitted SAILS Refinancing
Indebtedness, and (y) are not secured by any Liens on any of the Company's or
its Subsidiaries' assets other than the Viacom Stock and the related options on
such Viacom Stock.

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

                  "PLEDGE AGREEMENT" means the Collateral Pledge and Security
Agreement, dated as the date hereof, by and among the Company, Banc of America
Securities LLC, U.S. Bank National Association, a national banking corporation,
as (i) Trustee, (ii) Collateral Agent and (iii) Securities Intermediary.

                  "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.

                  "RATING AGENCIES" means (1) S&P and Moody's or (2) if S&P or
Moody's or both of them are not making ratings publicly available, a nationally
recognized U.S. rating agency or agencies, as the case may be, selected by the
Company, which will be substituted for S&P or Moody's or both, as the case may
be.

                  "RATING CATEGORY" means (1) with respect to S&P, any of the
following categories (any of which may include a "+" or "-"): AAA, AA, A, BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories), (2) with respect
to Moody's, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C
and D (or equivalent successor categories), and (3) the equivalent of any such
categories of S&P or Moody's used by another Rating Agency, if applicable.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

                  "REGULATION S" means Regulation S promulgated under the
Securities Act.

                  "REGULATION S GLOBAL NOTE" means a Legended Regulation S
Global Note or an Unlegended Regulation S Global Note, as appropriate.

                  "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 the



                                       24
<PAGE>

Voting Stock of any Person engaged in a Permitted Business that will become on
the date of acquisition thereof a Wholly Owned Restricted Subsidiary or (3)
Investments to the extent permitted under Section 4.07 (other than Investments
permitted by clause (4) of the definition of Permitted Investments).

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

                  "RESTRICTED 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.

                  "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 the Securities Act.

                  "S&P" means Standard & Poor's Rating Services.

                  "SAILS FORWARD EXCHANGE CONTRACTS" means, collectively, the
SAILS Mandatorily Exchangeable Securities Contract dated May 22, 2000, among the
Company, OLH, G.P., Credit Suisse First Boston International and Credit Suisse
First Boston Corporation, as Agent, together with the SAILS Pledge Agreement
dated as of May 22, 2000, among the Company, Credit Suisse First Boston
International and Credit Suisse First Boston Corporation, as Agent, as amended
by the letter dated October 6, 2000 by Credit Suisse First Boston International
and Credit Suisse First Boston Corporation to OLH, G.P. and Merrill Lynch
Mortgage Capital, Inc., each as in effect on the date of this Indenture.

                  "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



                                       25
<PAGE>

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.

                  "SEC" means the Securities and Exchange Commission.

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

                  "SHELF REGISTRATION STATEMENT" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act; provided, however, that for purposes of
this Indenture and the Notes, 5% shall be substituted for 10% in each place that
it appears in such definition.

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

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

         (1)      any corporation, association or other business entity of which
                  more than 50% of the total voting power of shares of Capital
                  Stock entitled (without regard to the occurrence of any
                  contingency) to vote in the election of directors, managers or
                  trustees 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

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

                  "TIA" means the Trust Indenture Act of 1939, as in effect on
the date on which this Indenture is qualified under the TIA.

                  "TRUSTEE" means U.S. Bank National Association, a national
banking corporation, until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor
serving hereunder.

                  "UNLEGENDED REGULATION S GLOBAL NOTE" means a permanent global
Note in the form of Exhibit A hereto bearing the Global Note Legend, deposited
with or on behalf of and registered in the name of the Depositary or its nominee
and issued upon expiration of the Restricted Period.



                                       26
<PAGE>

                  "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 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, and
that does not bear the Private Placement Legend.

                  "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 4.16 and any
Subsidiary of such Subsidiary.

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

                  "VIACOM STOCK" means the 10,937,900 shares of Class B common
stock, par value $.01 per share, of Viacom Inc. owned by the Company, and any
other securities into which such shares may be converted or reclassified or that
may be issued in respect of, in exchange for, or in substitution of, such shares
of Class B common stock by reason of any stock splits, stock dividends,
distributions, mergers consolidations or other like events.

                  "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:

         (1)      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

         (2)      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 and one or more Wholly Owned Restricted Subsidiaries
of such Person.



                                       27
<PAGE>

Section 1.02. Other Definitions.

<Table>
<Caption>
                                                                                                       DEFINED IN
        TERM                                                                                            SECTION
        ----                                                                                           ----------
<S>                                                                                                    <C>
        "AFFILIATE TRANSACTION".........................................................................  4.11
        "ASSET SALE OFFER"..............................................................................  4.10
        "AUTHENTICATION ORDER"..........................................................................  2.02
        "BASKET PERIOD".................................................................................  4.07
        "CHANGE OF CONTROL OFFER".......................................................................  4.14
        "CHANGE OF CONTROL PAYMENT".....................................................................  4.14
        "CHANGE OF CONTROL PAYMENT DATE"................................................................  4.14
        "COVENANT DEFEASANCE"...........................................................................  8.03
        "DTC"...........................................................................................  2.01
        "EVENT OF DEFAULT"..............................................................................  6.01
        "EXCESS PROCEEDS"...............................................................................  4.10
        "LEGAL DEFEASANCE"..............................................................................  8.02
        "OFFER AMOUNT"..................................................................................  3.08
        "OFFER PERIOD"..................................................................................  3.08
        "OFFSHORE TRANSACTION"..........................................................................  2.07
        "PAYING AGENT"..................................................................................  2.04
        "PAYMENT DEFAULT"...............................................................................  6.01
        "PERMITTED DEBT"................................................................................  4.09
        "PURCHASE DATE".................................................................................  3.08
        "REGISTRAR".....................................................................................  2.04
        "RELATED PROCEEDINGS"........................................................................... 12.09
        "REPURCHASE OFFER"..............................................................................  3.08
        "RESTRICTED PAYMENTS"...........................................................................  4.07
        "SPECIAL REDEMPTION"............................................................................  3.09
        "SPECIFIED COURTS".............................................................................. 12.09
        "SUSPENDED COVENANTS"...........................................................................  4.21
        "SUSPENSION CONDITION"..........................................................................  4.21
</Table>

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

                  "INDENTURE SECURITIES" means the Notes;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Note;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
         Trustee; and



                                       28
<PAGE>

                  "OBLIGOR" on the Notes means the Company and any successor
        obligor upon the Notes.

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

Section 1.04. Rules of Construction. Unless the context otherwise requires:

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

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

         (c)      "or" is not exclusive;

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

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

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

                                   ARTICLE TWO
                                    THE NOTES

Section 2.01. Form and Dating.

                  (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued in registered, global form without interest coupons and only
shall be in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof.

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

                  (b) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (and shall include 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 attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global



                                       29
<PAGE>

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.

                  (c) Regulation S Global Notes. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Legended
Regulation S 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 ("DTC") 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.
Following the termination of the Restricted Period, beneficial interests in the
Legended Regulation S Global Note shall be exchanged for beneficial interests in
Unlegended Regulation S Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Unlegended Regulation S Global Notes,
the Trustee shall cancel the Legended Regulation S Global Note. The aggregate
principal amount of the Regulation S Global Notes 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.

                  (d) 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
Cedel Bank" 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 whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

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

                  The aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited.

                  The Company may, subject to Article Four of this Indenture and
applicable law, issue Additional Notes under this Indenture, including Exchange
Notes. The Notes issued on the



                                       30
<PAGE>

Closing Date and any Additional Notes subsequently issued shall be treated as a
single class for all purposes under this Indenture.

                  The Trustee shall, upon a written order of the Company signed
by two Officers of the Company (an "AUTHENTICATION ORDER"), authenticate Notes
for original issue on the date hereof of $350 million. At any time and from time
to time after the execution of this Indenture, the Trustee shall, upon receipt
of an Authentication Order, authenticate Notes for original issue in aggregate
principal amount specified in such Authentication Order. The Authentication
Order shall specify the amount of Notes to be authenticated and the date on
which the Notes are to be authenticated.

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

Section 2.03. Methods of Receiving Payments on the Notes.

                  If a Holder of Notes has given wire transfer instructions to
the Company, the Company shall pay all principal, interest and premium and
Liquidated Damages, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City and State of New York unless
the Company elects to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders.

Section 2.04. Registrar and Paying Agent.

                  (a) The Company shall maintain an office or agency where Notes
may be presented for registration of transfer or for exchange ("REGISTRAR") and
an office or agency where Notes may be presented for payment ("PAYING AGENT").
The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without prior notice to any Holder. The Company
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar; provided,
however, that neither the Company nor any of its Subsidiaries shall act as
Paying Agent for purposes of Section 7 of the Pledge Agreement.

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

                  (c) The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.



                                       31
<PAGE>

Section 2.05. Paying Agent to Hold Money in Trust.

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

Section 2.06. Holder Lists.

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

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 120 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 Legended Regulation S Global Note
be exchanged by the Company for Definitive Notes prior to the expiration of the
Restricted Period; 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 2.11 hereof. 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 2.11 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in



                                       32
<PAGE>

this Section 2.07(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.07(b), (d) 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 Legended Regulation S
         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 (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Legended Regulation S Global Note prior to the
         expiration of the Restricted Period. 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 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



                                       33
<PAGE>

         Securities Act, the Trustee shall adjust the principal amount at
         maturity of the relevant Global Notes pursuant to Section 2.07(i)
         hereof.

                  (iii) Transfer of Beneficial Interests 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 a Legended 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 Person participating in the
                  distribution of the Exchange Notes or (2) 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 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
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or



                                       34
<PAGE>

                                    (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 or the Company so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar and 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.

                  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) [INTENTIONALLY OMITTED];

                           (D) [INTENTIONALLY OMITTED];

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration



                                       35
<PAGE>

                  requirements of the Securities Act other than that listed in
                  subparagraph (B) 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; or

                           (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)(a) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.07(i) 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 Legended Regulation S Global Note
         to Definitive Notes. A beneficial interest in the Legended Regulation S
         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 the expiration of the Restricted Period, 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.

                  (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 Person participating in the distribution
                  of the Exchange Notes or (2) 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;



                                       36
<PAGE>

                           (C) such transfer is effected by a 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 or the Company so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar and 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.

                  (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, 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(i) 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



                                       37
<PAGE>

         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:

                           (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 Person
                  participating in the distribution of the Exchange Notes or (2)
                  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 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



                                       38
<PAGE>

                           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 or the Company so requests or if the Applicable
                  Procedures so require, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar and 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.

                  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.

                  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).



                                       39
<PAGE>

                  (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 shall be made pursuant to 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) [INTENTIONALLY OMITTED]; and

                           (C) if the transfer shall be made pursuant to any
                  other 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)
                  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:

                           (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 Person
                  participating in the distribution of the Exchange Notes or (2)
                  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 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;



                                       40
<PAGE>

                  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 in a distribution of the Exchange Notes and (y) 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 Global Notes so accepted Unrestricted Global Notes in the
appropriate principal amount.

                  (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 NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES
         ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
         OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
         DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
         TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
         GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
         SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE



                                       41
<PAGE>

         DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
         HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
         COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON
         (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON)
         (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR
         ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
         ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
         NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
         144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
         OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
         SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
         COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY
         DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER
         THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
         RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF
         COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
         THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
         CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED
         AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE.

                  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



                                       42
<PAGE>

                  2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
                  DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
                  2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

                  (h) 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 CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN).

                  (i) 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 2.12 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.

                  (j) 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 pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14
         and 9.05 hereof).

                  (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



                                       43
<PAGE>

         binding obligations of the Company, evidencing the same debt, and
         entitled to the same 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 3.02 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.

Section 2.08. Replacement Notes.

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

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

Section 2.09. Outstanding Notes.

                  (a) 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, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.10 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company



                                       44
<PAGE>

holds the Note; however, Notes held by the Company or a Subsidiary of the
Company shall not be deemed to be outstanding for purposes of Section 3.07(b)
hereof.

                  (b) If a Note is replaced pursuant to Section 2.08 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

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

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

Section 2.10. Treasury Notes.

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

Section 2.11. Temporary Notes.

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

                  (b) Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

Section 2.12. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.



                                       45
<PAGE>

Section 2.13. Defaulted Interest.

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

Section 2.14. CUSIP Numbers.

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

                                 ARTICLE THREE
                            REDEMPTION AND OFFERS TO
                                    PURCHASE

Section 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

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



                                       46
<PAGE>

                  (b) The Trustee shall promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount at maturity thereof to be redeemed. No
Notes in amounts of $1,000 or less shall be redeemed in part. Notes and portions
of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

                  (a) At least 30 days (or in the case of a "Special Redemption"
described in Section 3.09(b), five Business Days) but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address.

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

                  (i) the redemption date;

                  (ii) the redemption price;

                  (iii) if any Note is being redeemed in part, the portion of
         the principal amount at maturity of such Note 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 of the
         original Note shall be issued in the name of the Holder thereof upon
         cancellation of the original Note;

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

                  (v) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price and become due on the
         date fixed for redemption;

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

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

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

                  (b) At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
(or with respect to a Special Redemption under Section 3.09(b), at least 8 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



                                       47
<PAGE>

in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

                  (a) Not later than 11:00 am on the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of and accrued interest and Liquidated Damages, if
any, on all Notes to be redeemed on that date (or in the case of a Special
Redemption, the difference between the amount of collateral available to the
Collateral Agent for the Special Redemption and the amount required for the
Special Redemption). The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

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

Section 3.06. Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered. No Notes in denominations of $1,000 or less shall be
redeemed in part.

Section 3.07. Optional Redemption.

                  (a) Except as set forth in clause (b) of this Section 3.07,
the Company shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to November 15, 2008. On November 15, 2008 and thereafter,
the Company may redeem all or a part of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 15 of the years
indicated below:



                                       48
<PAGE>

<Table>
<Caption>
    YEAR                                                                       PERCENTAGE
    ----                                                                       ----------
<S>                                                                            <C>
    2008.............................................................           104.000%

    2009.............................................................           102.667%

    2010.............................................................           101.333%

    2011 and thereafter..............................................           100.000%
</Table>

                  (b) At any time prior to November 15, 2006, the Company may
redeem up to 35% of the aggregate principal amount of Notes issued hereunder
(including any Additional Notes) at a redemption price of 108.000% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that (A) at least 65% of the aggregate principal
amount of the Notes issued under this Indenture (including any Additional Notes)
remains outstanding immediately after the occurrence of such redemption,
excluding Notes held by the Company and its Subsidiaries; and (B) the redemption
must occur within 45 days of the date of the closing of such Equity Offering.

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

Section 3.08. Repurchase Offers.

                  In the event that, pursuant to Section 4.10 or 4.14 hereof,
the Company shall be required to commence an offer to all Holders to purchase
all or a portion of their respective Notes (a "REPURCHASE OFFER"), it shall
follow the procedures specified in such Sections and, to the extent not
inconsistent therewith, the procedures specified below.

                  The Repurchase Offer shall remain open for a period of no less
than 30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the
close of business on such record date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Repurchase Offer.

                  Upon the commencement of a Repurchase Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender




                                       49
<PAGE>

Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to
all Holders. The notice, which shall govern the terms of the Repurchase Offer,
shall state:

                  (i) that the Repurchase Offer is being made pursuant to this
         Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of
         time the Repurchase Offer shall remain open;

                  (ii) the Offer Amount, the purchase price and the Purchase
         Date;

                  (iii) that any Note not tendered or accepted for payment shall
         continue to accrue interest and Liquidated Damages, if any;

                  (iv) that, unless the Company defaults in making such payment,
         any Note (or portion thereof) accepted for payment pursuant to the
         Repurchase Offer shall cease to accrue interest and Liquidated Damages,
         if any, after the Purchase Date;

                  (v) that Holders electing to have a Note purchased pursuant to
         a Repurchase Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

                  (vi) that Holders electing to have a Note purchased pursuant
         to any Repurchase Offer shall be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, or transfer by book-entry transfer, to the
         Company, a depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice at least three days before the
         Purchase Date;

                  (vii) that Holders shall be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the expiration of the Offer
         Period, a telegram, telex, facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of the Note the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

                  (viii) that, if the aggregate amount of Notes surrendered by
         Holders exceeds the Offer Amount, the Trustee shall, subject in the
         case of a Repurchase Offer made pursuant to Section 4.10 to the
         provisions of Section 4.10, select the Notes to be purchased on a pro
         rata basis (with such adjustments as may be deemed appropriate by the
         Trustee so that only Notes in denominations of $1,000, or integral
         multiples thereof, shall be purchased); and

                  (ix) that Holders whose Notes were purchased only in part
         shall be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

                  On the Purchase Date, the Company shall, to the extent lawful,
subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the
provisions of Section 4.10, accept for payment on a pro rata basis to the extent
necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to
the Repurchase Offer, or if less than the Offer Amount has been



                                       50
<PAGE>

tendered, all Notes tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes (or portions thereof) were accepted for
payment by the Company in accordance with the terms of this Section 3.08. The
Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than three days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of Notes
tendered by such Holder, as the case may be, and accepted by the Company for
purchase, and the Company, shall promptly issue a new Note. The Trustee, upon
written request from the Company shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount at maturity equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the respective Holder thereof. The Company
shall publicly announce the results of the Repurchase Offer on the Purchase
Date.

                  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 or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Repurchase Offer and shall not be deemed
to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of
such compliance.

Section 3.09. Special Redemption.

                  (a) Except as set forth in clause (b) of this Section 3.09 and
in Section 4.10 and 4.14 hereof, the Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.

                  (b) Upon receipt by the Trustee of written direction from the
Collateral Agent in accordance with the terms of the Pledge Agreement, the
Company shall be required to redeem (the "SPECIAL REDEMPTION") $75.0 million
aggregate principal amount of the Notes at a redemption price equal to 101% of
the aggregate principal amount of the Notes plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to but not including, the date of redemption
(which date shall be the fifth Business Day after the date the notice described
in the immediately following sentence is mailed by the Trustee). The Trustee
shall, no later than the second Business Day after the date of receipt of such
written direction from the Collateral Agent, send notice of such redemption by
first class mail to each Holder.

                  (c) Any Special Redemption pursuant to this Section 3.09 shall
be made pursuant to the provisions of Sections 3.02 through 3.06 hereof.

Section 3.10. Application of Trust Money.

                  All money deposited with the Trustee pursuant to Section 11.02
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.



                                       51
<PAGE>

                                  ARTICLE FOUR
                                    COVENANTS

Section 4.01. Payment of Notes.

                  (a) The Company shall pay or cause to be paid the principal
of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or one of its Subsidiaries, holds as of 11:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

                  (b) The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

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

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

                  (c) The Company hereby designates the Corporate Trust Office
of the Trustee as one such office or agency of the Company in accordance with
Section 2.04 of this Indenture.

Section 4.03. Reports.

                  (a) Whether or not required by the SEC, the Company shall file
a copy of all of the information and reports referred to in clauses (1) and (2)
below with the SEC for public



                                       52
<PAGE>

availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and, upon request
furnish such information to the Holders of the Notes and prospective investors:

                  (i) all quarterly and annual financial information that would
         be required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Company were required to file such Forms, 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

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

                  (b) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by this Section 4.03 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.

                  (c) In addition, the Company and the Guarantors have agreed
that, for so long as any Notes remain outstanding, they will 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.

Section 4.04. Compliance Certificate.

                  (a) The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge, the Company has kept, observed, performed and fulfilled
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 is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered



                                       53
<PAGE>

pursuant to Section 4.03(a) above shall be accompanied by a written statement of
the Company's independent public accountants (which shall be a firm of
established national reputation) that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article Four or Article Five hereof or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

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

Section 4.05. Taxes.

                  The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, any 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.

Section 4.06. Stay, Extension and Usury Laws.

                  The Company and each of the Guarantors covenant (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 the
Company and each of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenant
that they 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. 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 (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, payments or distributions payable in Equity Interests (other
         than Disqualified Stock) of the Company or to the Company or a
         Restricted Subsidiary of the Company);



                                       54
<PAGE>

                  (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 of any Restricted Subsidiaries of the Company held by
         Persons other than the Company or any of its Restricted Subsidiaries;

                  (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 the Note Guarantees,
         except (a) a payment of interest or principal at the Stated Maturity
         thereof or (b) the purchase, repurchase or other acquisition of any
         such Indebtedness in anticipation of satisfying a sinking fund
         obligation, principal installment or final maturity, in each case due
         within one year of the date of such purchase, repurchase or other
         acquisition;

                  (iv) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value the Company's
         obligations under the SAILS Forward Exchange Contracts (other than
         through delivery of some or all of the Viacom Stock securing such
         contracts or through Permitted SAILS Refinancing Indebtedness); or

                  (v) make any Restricted Investment (all such payments and
         other actions set forth in Section 4.07(a)(i) through (v) above being
         collectively referred to as "RESTRICTED PAYMENTS"),

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

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

                           (B) 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 Section 4.09(a);
                  and

                           (C) such Restricted Payment, together with the
                  aggregate amount of all other Restricted Payments made by the
                  Company and its Restricted Subsidiaries after the date of this
                  Indenture (excluding Restricted Payments permitted by Sections
                  (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and
                  (xi) of Section 4.07(b) below), is less than the sum, without
                  duplication, of:

                                    (1) an amount equal to the Company's
                           Consolidated Cash Flow for the period (taken as one
                           accounting period) from the beginning of the first
                           fiscal quarter commencing after the date of this
                           Indenture to the end of the Company's most recently
                           ended fiscal quarter for which internal financial
                           statements are available at the time of such
                           Restricted Payment (the "BASKET PERIOD") less the
                           product of 2.0 times the Company's Fixed Charges for
                           the Basket Period, plus



                                       55
<PAGE>

                                    (2) 100% of the aggregate net cash proceeds
                           received by the Company since the date of this
                           Indenture 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

                                    (3) with respect to Restricted Investments
                           made by the Company and its Restricted Subsidiaries
                           after the date of this Indenture, an amount equal to
                           the net reduction in Investments (other than
                           reductions in Permitted Investments) in any Person
                           resulting from repayments of loans or advances, or
                           other transfers of assets, in each case to the
                           Company or any Restricted Subsidiary or from the net
                           cash proceeds from the sale of any such Investment
                           (except, in each case, to the extent any such payment
                           or proceeds are included in the calculation of
                           Consolidated Net Income), from the release of any
                           Guarantee (except to the extent any amounts are paid
                           under such Guarantee) or from redesignations of
                           Unrestricted Subsidiaries as Restricted Subsidiaries,
                           not to exceed, in each case, the amount of
                           Investments previously made by the Company or any
                           Restricted Subsidiary in such Person or Unrestricted
                           Subsidiary.

                  (b) So long as no Default has occurred and is continuing or
would be caused thereby, Section 4.07(a) shall not prohibit:

                  (i) 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;

                  (ii) the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company or any
         Guarantor (including payment of accrued and unpaid dividends on any
         such Equity Interests) in exchange for, or out of the net cash proceeds
         of a contribution to the common equity of the Company or a
         substantially concurrent sale (other than to a Subsidiary of the
         Company) of, Equity Interests of the Company (other than Disqualified
         Stock); provided that the amount of any such net cash proceeds that are
         utilized for any such redemption, repurchase, retirement, defeasance or
         other acquisition shall be excluded from Section 4.07(a)(C)(2);

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

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



                                       56
<PAGE>

                  (v) Investments acquired as a capital contribution to, or in
         exchange for, or out of the net cash proceeds of a substantially
         concurrent offering of, Equity Interests (other than Disqualified
         Stock) of the Company; provided that the amount of any such net cash
         proceeds that are utilized for any such acquisition or exchange shall
         be excluded from Section 4.07(a)(C)(2);

                  (vi) 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;

                  (vii) 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;

                  (viii) the repayment of subordinated Indebtedness with the
         proceeds of the Notes issued on the date of this Indenture;

                  (ix) the declaration or payment of dividends on Disqualified
         Stock the issuance of which was permitted by this Indenture;

                  (x) the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company held by any
         current or former employee or director of the Company (or any of its
         Restricted Subsidiaries) pursuant to the terms of any employee equity
         subscription agreement, stock option agreement or similar agreement
         entered into in the ordinary course of business; provided that the
         aggregate price paid for all such repurchased, redeemed, acquired or
         retired Equity Interests in any calendar year shall not exceed $2.0
         million; provided further that, to the extent that such aggregate price
         paid under this Section 4.07(b)(x) in any calendar year is less than
         $2.0 million, any unused amount may be used to make such repurchases,
         redemptions or other acquisition or retirement only in the immediately
         succeeding twelve-month period; or

                  (xi) other Restricted Payments in an amount, when taken
         together with all other Restricted Payments made pursuant to this
         Section 4.07(b)(xi) since the date of this Indenture, not to exceed
         $25.0 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 4.07 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 $15.0 million. Not later than the date of making any
Restricted Payment, 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 4.07 were
computed, together with a copy of any opinion or appraisal required by this
Indenture.



                                       57
<PAGE>

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

                  (a) 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:

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

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

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

                  (b) However, the preceding restrictions shall not apply to
such encumbrances or restrictions:

                  (i) existing under, by reason of or with respect to the Credit
         Agreement, the SAILS Forward Exchange Contracts, the Nashville Senior
         Loan, Existing Indebtedness or any other agreements in effect on the
         date of this Indenture 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
         not materially more restrictive, taken as a whole, than those contained
         in the Credit Agreement, the SAILS Forward Exchange Contracts, the
         Nashville Senior Loan, Existing Indebtedness or such other agreements
         as in effect on the date of this Indenture;

                  (ii) existing under, by reason of, or with respect to, this
         Indenture, the Notes or the Note Guarantees;

                  (iii) existing under, by reason of or with respect to
         applicable law;

                  (iv) with respect to any Person or the property or assets of a
         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 the
         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
         not materially more restrictive, taken as a whole, than those in effect
         on the date of the acquisition;



                                       58
<PAGE>

                  (v) existing under, by reason of or with respect to
         Indebtedness of any Restricted Subsidiary of the Company if the
         encumbrance or restriction applies only upon a payment or financial
         covenant default or event of default contained in such Indebtedness;
         provided that (A) such encumbrances or restrictions are not materially
         more adverse to the Holders of the Notes than is customary for
         comparable financings (as determined in good faith by the Board of
         Directors) and (B) the Company delivers an Officers' Certificate to the
         Trustee evidencing the Company's determination that the imposition of
         such encumbrances or restrictions will not materially impair the
         Company's ability to make payments when due with respect to the Notes;

                  (vi) in the case of Section 4.08(a)(iii),

                           (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, or lease of, any
                                    property or assets of the Company or any
                                    Restricted Subsidiary not otherwise
                                    prohibited by this 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;

                  (vii) existing under, by reason of or with respect to 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 that restricts distributions by that Restricted Subsidiary
         pending such sale or other disposition;

                  (viii) restrictions on cash or other deposits or net worth
         imposed by customers or required by insurance, surety or bonding
         companies, in each case, under contracts entered into in the ordinary
         course of business;

                  (ix) Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are not materially more restrictive, taken as
         a whole, than those contained in the agreements governing the
         Indebtedness being refinanced; and

                  (x) 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.



                                       59
<PAGE>

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Debt and Construction Indebtedness), and the Company shall
not permit any of its Restricted Subsidiaries to issue any preferred stock;
provided, however, that the Company or any Restricted Subsidiary thereof may
incur Indebtedness (including Acquired Debt) or issue shares of 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.

                  (b) Section 4.09(a) will not prohibit the incurrence of any of
the following items of Indebtedness (collectively, "PERMITTED DEBT"):

                  (i) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness under Credit Facilities (including the
         Credit Agreement and the Nashville Senior Loan) in an aggregate
         principal amount at any one time outstanding pursuant to this Section
         4.09(b)(i) (with letters of credit being deemed to have a principal
         amount equal to the maximum potential liability of the Company and its
         Restricted Subsidiaries thereunder) not to exceed $300.0 million, less
         the aggregate amount of all Net Proceeds of Asset Sales applied by the
         Company or any Restricted Subsidiary thereof 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 4.10;

                  (ii) the incurrence of Existing Indebtedness;

                  (iii) the incurrence by the Company and the Guarantors of (a)
         Indebtedness represented by the Notes and the related Note Guarantees
         to be issued on the date of this Indenture, (b) Indebtedness
         represented by the Exchange Notes and the related Note Guarantees to be
         issued pursuant to the Registration Rights Agreement and (c)
         Indebtedness to the extent the net proceeds are promptly used to
         defease the Notes as described in Article Eight;

                  (iv) the incurrence by the Company or any Restricted
         Subsidiary of the Company of Indebtedness represented by Capital Lease
         Obligations, 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 refund, refinance or
         replace any Indebtedness incurred pursuant to this Section 4.09(b)(iv),
         not to exceed $30.0 million at any time outstanding;

                  (v) the incurrence by the Company or any Restricted Subsidiary
         of the Company of Permitted Refinancing Indebtedness in exchange for,
         or the net proceeds of



                                       60
<PAGE>

         which are used to refund, refinance or replace Indebtedness (other than
         intercompany Indebtedness) that was permitted by this Indenture to be
         incurred under Section 4.09(a) or Section 4.09(b)(ii), (iii), (iv),
         (v), (ix) or (xii);

                  (vi) 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 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 Note Guarantee, in the case of a Guarantor;

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

                  (c)      (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
                           Restricted Subsidiary thereof and (ii) any sale or
                           other transfer of any such Indebtedness to a Person
                           that is not either the Company or a Restricted
                           Subsidiary thereof, 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 Section
                           4.09(b)(vi);

                  (vii) the Guarantee by the Company or any Restricted
         Subsidiary thereof 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;

                  (viii) the incurrence by the Company or any Guarantor of
         Indebtedness represented by the SAILS Forward Exchange Contracts and
         any Permitted SAILS Refinancing Indebtedness;

                  (ix) the incurrence by the Company or any Restricted
         Subsidiary thereof of Indebtedness to the extent the net proceeds are
         used to pay the Company's tax liability with respect to its sale of the
         Viacom Stock pursuant to the SAILS Forward Exchange Contracts or any
         Permitted SAILS Refinancing Indebtedness;

                  (x) upon consummation of the Merger, the 10.06% Guaranteed
         Senior Secured Notes due June 16, 2004 of ResortQuest International,
         Inc.; provided that such notes are repaid within 35 days of the date of
         consummation of the Merger;

                  (xi) the issuance of preferred stock by a Restricted
         Subsidiary of the Company to the Company or to a Wholly Owned
         Restricted Subsidiary thereof; provided that (a) any subsequent
         issuance or transfer of Equity Interests that results in any such
         preferred stock being held by a Person other than the Company or a
         Wholly Owned Restricted Subsidiary thereof or (b) any sale or other
         transfer of any such preferred stock to a Person



                                       61
<PAGE>

         that is not the Company or a Wholly Owned Restricted Subsidiary
         thereof, shall be deemed, in each case, to constitute an issuance of
         preferred stock by such Restricted Subsidiary that was not permitted by
         this Section 4.09(b)(xi); or

                  (xii) the incurrence by the Company or any Restricted
         Subsidiary thereof 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 Section
         4.09(b)(xii), not to exceed $50.0 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 Sections 4.09(b)(i) through
(xii) above, or is entitled to be incurred pursuant to Section 4.09(a), the
Company shall be permitted to classify at the time of its incurrence such item
of Indebtedness in any manner that complies with this Section 4.09. In addition,
the Company may at any time change the classification of an item of
Indebtedness, or any portion thereof, to any other clause of Section 4.09(b) or
to Section 4.09(a); provided that the Company or its Restricted Subsidiary, as
the case may be, would be permitted to incur the item of Indebtedness, or
portion of the item of Indebtedness, under such new clause of Section 4.09(b) or
Section 4.09(a), as the case may be, at the time of such reclassification.

                  (c) Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that may be incurred pursuant to this Section
4.09 shall 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.

                  (d) The Company shall not incur any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of the
Company unless it is subordinate in right of payment to the Notes to the same
extent. The Company shall not permit any Guarantor to incur any Indebtedness
that is subordinate or junior in right of payment to any other Indebtedness of
such Guarantor unless it is subordinate in right of payment to such Guarantor's
Note Guarantee to the same extent. For purposes of the foregoing, no
Indebtedness shall 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 priority over
the other holders in the collateral held by them.

Section 4.10. Asset Sales.

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

                  (i) 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
         or sold or otherwise disposed of;



                                       62
<PAGE>

                  (ii) such fair market value is determined by the Company's
         Board of Directors and evidenced by a resolution of the Board of
         Directors set forth in an Officers' Certificate delivered to the
         Trustee; and

                  (iii) 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. For purposes of this
         Section 4.10(a)(iii), 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, Indebtedness that is pari passu with the Notes or
                  any Note Guarantee (other than (x) Indebtedness under Credit
                  Facilities and (y) Indebtedness secured by the assets subject
                  to such Asset Sale), Indebtedness that is subordinated to the
                  Notes or any Note Guarantee and liabilities to the extent 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 90 days of the applicable
                  Asset Sale.

                  (b) Within 360 days after the receipt of any Net Proceeds from
an Asset Sale, the Company may apply such Net Proceeds at its option:

                  (i) to repay (A) Indebtedness of the Company or any Restricted
         Subsidiary thereof under Credit Facilities, (B) Indebtedness of the
         Company or any Restricted Subsidiary thereof secured by such assets or
         (C) Indebtedness of any Restricted Subsidiary of the Company that is
         not a Guarantor, and, if the Indebtedness repaid is revolving credit
         Indebtedness, to correspondingly reduce commitments with respect
         thereto; or

                  (ii) to purchase Replacement Assets or make a capital
         expenditure in or that is used or useful in a Permitted Business (or
         enter into a binding agreement to purchase such assets or make such
         capital expenditure; provided that if such binding agreement ceases to
         be in full force and effect during such 360-day period, the Company may
         enter into another such binding agreement; provided further that if
         such binding agreement ceases to be in full force and effect after such
         360-day period, any portion of the Net Proceeds of such Asset Sale not
         applied or invested pursuant to such binding agreement shall constitute
         Excess Proceeds).

                  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.



                                       63
<PAGE>

                  (c) Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.10(b) above shall constitute "EXCESS
PROCEEDS." Within 10 days after the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall make an offer (an "ASSET SALE OFFER") to all
Holders of Notes and, at the Company's option, all holders of other Indebtedness
that is pari passu with the Notes or any Note 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 will be equal to 100%
of the principal amount of the Notes and such other pari passu Indebtedness plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and will 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 Notes and such
other pari passu Indebtedness shall 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.

                  (d) The Company will 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
Asset Sales provisions of this Indenture, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Asset Sale provisions of this Indenture by
virtue of such compliance.

Section 4.11. Transactions with Affiliates.

                  (a) 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:

                  (i) such Affiliate Transaction is on terms that are not
         materially 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

                  (ii) 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 $5.0 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 4.11
                  and that such Affiliate Transaction or series of



                                       64
<PAGE>

                  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 $20.0 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.

                  (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a):

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

                  (ii) payment (a) of reasonable and customary fees to, and
         reasonable and customary indemnification and similar payments on behalf
         of, directors of the Company, or (b) pursuant to 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;

                  (iii) Permitted Investments and Restricted Payments that are
         permitted by the provisions of Section 4.07;

                  (iv) any issuance or sale of Equity Interests (other than
         Disqualified Stock) of the Company;

                  (v) transactions with a Person that is an Affiliate of the
         Company solely because the Company or any of its Restricted
         Subsidiaries owns Capital Stock in, or controls, such Person; and

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

Section 4.12. 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 (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.



                                       65
<PAGE>

Section 4.13. 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 4.14. Offer to Repurchase upon a 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 that Holder's Notes pursuant to an
offer by the Company (a "CHANGE OF CONTROL OFFER") at an offer price (a "CHANGE
OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, if any,
thereon, to the date of purchase. Within ten 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 offering
to repurchase Notes on a date (the "CHANGE OF CONTROL PAYMENT DATE") specified
in such notice, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures described in
Section 3.08 (including the notice required thereby). The Company will 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 Change of Control provisions of
this Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Change of Control provisions of this Indenture by virtue of such compliance.

                  (b) On the Change of Control Payment Date, the Company shall,
to the extent lawful:

                  (i) accept for payment all Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer;

                  (ii) 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

                  (iii) 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.

                  (c) 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.

                  (d) The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.



                                       66
<PAGE>

                  (e) Notwithstanding anything to the contrary in this Section
4.14, 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 4.14 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 4.15. [INTENTIONALLY LEFT BLANK].

Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

                  (a) The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary, provided that:

                  (i) 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 Section 4.09;

                  (ii) 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 such Subsidiary)
         shall be deemed to be a Restricted Investment made as of the time of
         such designation and such Investment would be permitted under Section
         4.07;

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

                  (iv) 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;

                           (C) has not Guaranteed or otherwise directly or
                  indirectly provided credit support for any Indebtedness of the
                  Company or any of its Restricted



                                       67
<PAGE>

                  Subsidiaries, except to the extent such Guarantee or credit
                  support would be released upon such designation; and

                           (D) 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

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

                  (b) 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. If,
at any time, any Unrestricted Subsidiary would (x) fail to meet any of the
requirements described in subclauses (a), (b) and (c) of this Section
4.16(a)(iv), or (y) fails to meet the requirement described in subclause (d) of
this Section 4.16(a)(iv) and such failure continues for a period of 30 days, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness, Investments, or Liens on the property, of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness, Investments or Liens are not
permitted to be incurred as of such date under this Indenture, the Company shall
be in default under this Indenture.

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

                  (i) 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 calculated on a pro forma basis as if such
         designation had occurred at the beginning of the four-quarter reference
         period;

                  (ii) 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 4.07;

                  (iii) all Liens upon property or assets of such Unrestricted
         Subsidiary existing at the time of such designation would be permitted
         under Section 4.12; and

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

Section 4.17. 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



                                       68
<PAGE>

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 4.18. Guarantees.

                  (a) The Company will cause ResortQuest International, Inc. and
its Domestic Subsidiaries to execute a supplemental indenture providing for the
Guarantee of the payment of the Notes within 35 days after consummation of the
Merger. The Company will 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 or any Guarantor unless such Restricted
Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental
indenture providing for the Guarantee of the payment of the Notes by such
Restricted Subsidiary, which Guarantee shall be senior to or pari passu with
such Subsidiary's Guarantee of such other Indebtedness. The form of the Note
Guarantee is attached as Exhibit E hereto and the form of the Supplemental
Indenture is attached as Exhibit F hereto.

                  (b) Notwithstanding Section 4.18(a), any Note Guarantee may
provide by its terms that it will be automatically and unconditionally released
and discharged under the circumstances described under Section 10.05 hereof.

Section 4.19. Sale and Leaseback Transactions.

                  (a) 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:

                  (i) 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 Section 4.09(a);

                  (ii) 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 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

                  (iii) 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 4.10.

Section 4.20. [INTENTIONALLY LEFT BLANK].

Section 4.21. Suspension of Certain Covenants and Agreements.

                  (a) During any period of time that the Notes are rated
Investment Grade by both Rating Agencies and no Default or Event of Default
shall have occurred and then be continuing (the foregoing conditions being
referred to collectively as the "SUSPENSION CONDITION"), the Company and its
Restricted Subsidiaries will not be subject to Sections 4.07,



                                       69
<PAGE>

4.09, 4.10, 4.11, clauses (i) and (iii) of Section 4.19(a) and clause (iii) of
Section 5.01(a) (collectively, the "SUSPENDED COVENANTS").

                  (b) If the Company and its Restricted Subsidiaries are not
subject to the Suspended Covenants with respect to the Notes for any period of
time as a result of Section 4.21(a) and, subsequently, one or both Rating
Agencies withdraw their Investment Grade rating or downgrade the Investment
Grade rating assigned to the Notes such that the Notes are no longer rated
Investment Grade by both Rating Agencies, then the Company and each of its
Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants. Compliance with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal or downgrade will be calculated
in accordance with the terms of Section 4.07 as if such section had been in
effect during the entire period of time from the date of this Indenture.

                                  ARTICLE FIVE
                                   SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

                  (a) The Company shall not, directly or indirectly: (1)
consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation) or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person or Persons, unless:

                  (i) 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;

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

                  (iii) 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, either (a) be permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
         in Section 4.09(a) or (b) have a Fixed Charge Coverage Ratio that
         exceeds the Company's Fixed Charge Coverage Ratio (determined without
         giving effect to such transaction) for such applicable four-quarter
         period; and

                  (iv) each Guarantor, unless such Guarantor is the Person with
         which the Company has entered into a transaction under this Section
         5.01, shall have by amendment



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         to its Note Guarantee confirmed that its Note Guarantee shall apply to
         the obligations of the Company or the surviving Person in accordance
         with the Notes and this Indenture.

                  (b) In addition, the Company shall not, and shall 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.
Section 5.01(a)(iii) shall not apply to any merger, consolidation or 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, lease, conveyance or other disposition of all or 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, 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;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest and Liquidated Damages, if any,
on the Notes except in the case of a sale, assignment, transfer, conveyance or
other disposition of all of the Company's assets that meets the requirements of
Section 5.01 hereof.

                                  ARTICLE SIX
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

                  (a) Each of the following is an "EVENT OF DEFAULT":

                  (i) default for 30 days in the payment when due of interest
         on, or Liquidated Damages with respect to, the Notes;

                  (ii) default in payment when due (whether at maturity, upon
         acceleration, redemption or otherwise) of the principal of, or premium,
         if any, on the Notes;

                  (iii) failure by the Company or any of its Restricted
         Subsidiaries to comply with Sections 3.09(b), 4.14 or 5.01;

                  (iv) failure by the Company or any of its Restricted
         Subsidiaries for 30 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;



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                  (v) 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 make any payment when
                  due at the final maturity of such Indebtedness (a "PAYMENT
                  DEFAULT"); or

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

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $20.0 million or more;

                  (vi) failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $20.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days;

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

                  (viii) the Pledge Agreement shall cease to be in full force
         and effect or enforceable in accordance with its terms (other than in
         accordance with its terms) or the Company denies or disaffirms its
         obligations under the Pledge Agreement or the obligations under the
         Pledge Agreement cease to be secured by a perfected first priority
         security interest in any portion of the collateral purported to be
         pledged under the Pledge Agreement (other than in accordance with its
         terms);

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

                           (A) commences a voluntary case,

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

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

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



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<PAGE>

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

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

                           (B) appoints a custodian of the Company, any
                  Guarantor or any of its Restricted Subsidiaries that is a
                  Significant Subsidiary (or Restricted Subsidiaries that
                  together would constitute a Significant Subsidiary) or for all
                  or substantially all of the property of the Company, any
                  Guarantor or any of its Restricted Subsidiaries that is a
                  Significant Subsidiary (or Restricted Subsidiaries that
                  together would constitute a Significant Subsidiary), or

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

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

Section 6.02. Acceleration.

                  (a) In the case of an Event of Default specified in clause
(ix) or (x) of Section 6.01 hereof, with respect to the Company, any Guarantor
or any Significant Subsidiary of the Company (or any Restricted Subsidiaries
that together would constitute a Significant Subsidiary), all outstanding Notes
will become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately by notice in writing to the Company
specifying the Event of Default.

                  (b) In the case of any Event of Default occurring 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
Section 3.07 hereof, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon the acceleration of the
Notes. 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 Section 3.07(b) shall
also become immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

Section 6.03. Other Remedies.

                  (a) If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, interest, and Liquidated Damages, if any, with respect to, the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.




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<PAGE>

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

Section 6.04. Waiver of Past Defaults.

                  Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee, may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of interest or Liquidated Damages on, or the principal of, the Notes;
provided, however, that the Holders of a majority in principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration.

                  The Company shall deliver to the Trustee an Officers'
Certificate stating that the requisite percentage of Holders have consented to
such waiver and attaching copies of such consents. In case of any such waiver,
the Company, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Notes, respectively. This Section
6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon

Section 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or 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 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 Suits.

                  (a) A Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:

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

                  (ii) the Holders of at least 25% in aggregate principal amount
         of outstanding Notes make a written request to the Trustee to pursue
         the remedy;



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<PAGE>

                  (iii) such Holder or Holders offer the Trustee indemnity
         satisfactory to the Trustee against any costs, liability or expense;

                  (iv) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (v) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the outstanding Notes do not give the
         Trustee a direction that is inconsistent with the request.

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

Section 6.07. Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of the principal of, premium or
Liquidated Damages, if any, or interest on, such Note or to bring suit for the
enforcement of any such payment, on or after the due date expressed in the
Notes, which right shall not be impaired or affected without the consent of the
Holder.

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company or any Guarantor (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect, receive and
distribute any money or other securities or property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such



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proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

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

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

                  (b) The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

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

                                 ARTICLE SEVEN
                                     TRUSTEE

Section 7.01. Duties of Trustee.

                  Except to the extent, if any, provided otherwise in the Trust
Indenture Act of 1939 (as from time to time in effect):



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<PAGE>

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

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

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

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

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

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

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

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.



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Section 7.02. Certain Rights of Trustee.

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

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

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

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

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

                  (f) 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 unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of such event is sent to the
Trustee in accordance with Section 12.02 hereof, and such notice references the
Notes.

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 become a creditor of, or otherwise deal
with, the Company or any of its Affiliates with the same rights it would have if
it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest as described in the Trust Indenture Act of 1939 (as in
effect at such time), it must eliminate such conflict within 90 days, apply to
the SEC for permission to continue as trustee or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.



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Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

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

Section 7.06. Reports by Trustee to Holders of the Notes.

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

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

Section 7.07. Compensation and Indemnity.

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

                  (b) The Company shall indemnify the Trustee against any and
all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any



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claim (whether asserted by either of the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence, bad faith or willful misconduct.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder unless the failure to notify the Company
impairs the Company's ability to defend such claim. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Company need not pay
for any settlement made without its consent.

                  (c) The obligations of the Company under this Section 7.07
shall survive the satisfaction and discharge of this Indenture and resignation
of removal of the Trustee.

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

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

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

Section 7.08. Replacement of Trustee.

                  (a) A resignation or removal of the Trustee and appointment of
a successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

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

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

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

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

                  (iv) the Trustee becomes incapable of acting.

                  (c) If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee. Within one



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year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.

                  (d) If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

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

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

Section 7.09. Successor Trustee by Merger, Etc.

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

Section 7.10. Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50.0 million as set forth in its most recent published annual report of
condition.

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

Section 7.11. Preferential Collection of Claims Against Company.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The Trustee hereby waives any right to set-off any claim that it may
have against the Company in any capacity (other than as Trustee and Paying
Agent) against any of the assets of the Company held by the Trustee; provided,
however, that if the Trustee is or



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becomes a lender of any other Indebtedness permitted hereunder to be pari passu
with the Notes, then such waiver shall not apply to the extent of such
Indebtedness.

                                 ARTICLE EIGHT
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. 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 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article Eight.

Section 8.02. Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
and all obligations of the Guarantors shall be deemed to have been discharged
with respect to their obligations under the Note 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 Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Note Guarantees, respectively, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in (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 solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, interest and Liquidated Damages,
if any, on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article 2 concerning issuing temporary Notes,
registration of Notes and mutilated, destroyed, lost or stolen Notes and the
Company's obligations under Section 4.02 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18 and 4.19 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not



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<PAGE>

"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 and the Guarantors 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 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(a)(iii) through (viii) shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

                  (a) The following shall be the conditions to the application
of either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  (i) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of the Notes, cash in U.S.
         dollars, non-callable Government Securities, or a combination thereof,
         in such amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, or interest and premium and Liquidated Damages, if any, 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;

                  (ii) in the case of Legal Defeasance, the Company shall have
         delivered to the Trustee an Opinion of Counsel reasonably acceptable to
         the Trustee confirming that (a) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling or (b)
         since the date of this Indenture, there has been a change in the
         applicable federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel shall confirm that, the
         Holders of the outstanding 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;

                  (iii) in the case of Covenant Defeasance, 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;



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<PAGE>

                  (iv) no Default or Event of Default shall have occurred and be
         continuing either: (a) on the date of such deposit; or (b) or insofar
         as Events of Default from bankruptcy or insolvency events are
         concerned, at any time in the period ending on the 123rd day after the
         date of deposit;

                  (v) such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under any
         material agreement or instrument to which the Company or any of its
         Subsidiaries is a party or by which the Company or any of its
         Subsidiaries is bound;

                  (vi) 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 Guarantor between the date of deposit and the
         123rd day following the deposit and assuming that no Holder is an
         "insider" of the Company under applicable bankruptcy law, after the
         123rd day following the deposit, the trust funds will not be subject to
         the effect of any applicable bankruptcy, insolvency, reorganization or
         similar laws affecting creditors' rights generally, including Section
         547 of the United States Bankruptcy Code, and (2) the creation of the
         defeasance trust does not violate the Investment Company Act of 1940;

                  (vii) 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;

                  (viii) 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

                  (ix) 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 8.05. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

                  (a) Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this 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 and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

                  (b) The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof



                                       84
<PAGE>

other than any such tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

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

Section 8.06. Repayment to the Company.

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

Section 8.07. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof and, in the case of a Legal
Defeasance, the Guarantors' obligations under their respective Note Guarantees
shall be revised and reinstated as though no deposit had occurred pursuant to
Section 8.02 hereof, in each case until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any 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.



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                                  ARTICLE NINE
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

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

                  (iii) to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of Notes in the case of a merger or
         consolidation or sale of all or substantially all of the Company's or
         such Guarantor's assets;

                  (iv) to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights under this Indenture of any such Holder;

                  (v) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the Trust
         Indenture Act;

                  (vi) to allow any Guarantor to execute a supplemental
         Indenture and a Note Guarantee with respect to the Notes;

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

                  (viii) to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of its
         date.

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

Section 9.02. With Consent of Holders of Notes.

                  (a) Except as otherwise provided in this Section 9.02, the
Company, the Guarantors and the Trustee may amend or supplement this Indenture,
the Pledge Agreement or the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes



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<PAGE>

then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

                  (b) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on
such record date, or its duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided that unless such consent
shall have become effective by virtue of the requisite percentage having been
obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

                  (c) Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amendment or supplement to this Indenture, and upon the filing with the Trustee
of evidence satisfactory to the Trustee of the consent of the Holders of Notes
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the execution of
such amendment or supplement unless such amendment or supplement directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amendment or supplement.

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

                  (e) After an amendment, supplement or waiver under this
Section becomes effective, the Company shall mail to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes (including Additional Notes, if any) may waive compliance in a particular
instance by the Company with any provision of this Indenture, or the Notes.
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):

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

                  (ii) 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;



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<PAGE>

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

                  (iv) waive a Default or Event of Default in the payment of
         principal of, or interest or premium, or Liquidated Damages, if any, 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);

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

                  (vi) 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, or interest or premium or
         Liquidated Damages, if any, on the Notes;

                  (vii) release any Guarantor from any of its obligations under
         its Note Guarantee or this Indenture or release any collateral under
         the Pledge Agreement, except in accordance with the terms of this
         Indenture or the Pledge Agreement, respectively;

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

                  (ix) 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 4.10 after the obligation to make such Asset
         Sale Offer has arisen 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 4.14 after such Change of Control
         has occurred, including, in each case, amending, changing or modifying
         any definition relating thereto;

                  (x) except as otherwise permitted under Section 4.18 and
         Section 5.01, consent to the assignment or transfer by the Company or
         any Guarantor of any of their rights or obligations under this
         Indenture;

                  (xi) amend or modify the obligations of the Company to redeem
         Notes pursuant to Section 3.09(b); and

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

Section 9.03. Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in a document that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if



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<PAGE>

notation of the consent is not made on any Note. However, any such Holder of a
Note or subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

Section 9.05. Notation on or Exchange of Notes.

                  (a) The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

Section 9.06. Trustee to Sign Amendments, Etc.

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

                                  ARTICLE TEN
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

                  (a) Subject to this Article Ten, each of the Guarantors
hereby, jointly and severally, and fully and unconditionally, guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of, this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on
the overdue principal of, premium, if any, and interest and Liquidated Damages,
if any, on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors



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<PAGE>

shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

                  (b) The Guarantors hereby agree that, to the maximum extent
permitted under applicable law, their 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. Subject to Section 6.06
hereof, each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Note Guarantee shall
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.

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

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

Section 10.02. Limitation on Guarantor Liability.

                  Each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute (i) a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to its Note Guarantee or (ii) an unlawful distribution
under any applicable state law prohibiting shareholder distributions by an
insolvent subsidiary to the extent applicable to its Note Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from,



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<PAGE>

rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article Ten, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance or such an
unlawful shareholder distribution.

Section 10.03. Execution and Delivery of Note Guarantee.

                  (a) To evidence its Note Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor by manual or facsimile signature on each Note authenticated
and delivered by the Trustee and that this Indenture shall be executed on behalf
of such Guarantor by its President or one of its Vice Presidents.

                  (b) Each Guarantor hereby agrees that its Note Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

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

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

                  (e) If required by Section 4.18 hereof, the Company shall
cause such Subsidiaries to execute supplemental indentures to this Indenture and
Note Guarantees in accordance with Section 4.18 hereof and this Article Ten, to
the extent applicable.

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

                  (a) A Guarantor may 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 Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless:

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

                  (ii) 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 (if other than the Guarantor) is
                  a corporation or limited liability company organized or
                  existing under the laws of the United States, any state
                  thereof or the District of Columbia and assumes all the
                  obligations of that Guarantor under this Indenture, its Note
                  Guarantee and the Registration Rights Agreement pursuant to a
                  supplemental indenture reasonably satisfactory to the Trustee;
                  or



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<PAGE>

                           (B) such sale or other disposition or consolidation
                  or merger complies with Section 4.10 hereof.

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

                  (c) Except as set forth in Articles 4 and 5 of this Indenture,
and notwithstanding clauses (i) and (ii) of Section 10.04(a) above, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

Section 10.05. Release of Guarantor.

                  (a) Any Guarantor will be released and relieved of any
obligations under its Note Guarantee, (i) in connection with any sale or other
disposition of all of the Capital Stock of that Guarantor to a Person that is
not (either before or after giving effect to such transaction) an Affiliate of
the Company, if the sale of all such Capital Stock of that Guarantor complies
with Section 4.10 hereof; (ii) if the Company properly designates that Guarantor
as an Unrestricted Subsidiary under this Indenture or (iii) solely in the case
of a Note Guarantee created pursuant to the second sentence of Section 4.18(a),
upon the release or discharge of the Guarantee which resulted in the creation of
such Note Guarantee pursuant to Section 4.18(b), except a discharge or release
by or as a result of payment under such Guarantee. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that one of the foregoing requirements has been satisfied and the
conditions to the release of a Guarantor under this Section 10.05 have been met,
the Trustee shall execute any documents reasonably required in order to evidence
the release of such Guarantor from its obligations under its Note Guarantee.

                  (b) Any Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest and Liquidated Damages, if any, on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article
Ten.



                                       92
<PAGE>

                                 ARTICLE ELEVEN
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

                  (a) This Indenture shall be discharged and shall cease to be
of further effect as to all Notes issued thereunder, when:

                  (i) either:

                           (A) 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

                           (B) 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
                  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, non-callable
                  Government Securities, or a combination thereof, in such
                  amounts as will be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium and Liquidated Damages, if
                  any, and accrued interest to the date of maturity or
                  redemption;

                  (ii) 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 Guarantor is a party or by which the Company or any
         Guarantor is bound;

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

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

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

                  (c) 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



                                       93
<PAGE>

that would then be required to be deposited to effect a satisfaction and
discharge under this Article Eleven.

Section 11.02. Deposited Money and Government Securities to Be Held in Trust;
Other Miscellaneous Provisions.

                  Subject to Section 11.03 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 11.01 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 and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

Section 11.03. Repayment to the Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium
and Liquidated Damages, if any, or interest on any Note and remaining unclaimed
for two years after such principal, and premium or Liquidated Damages, if any,
or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times or 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.

                                 ARTICLE TWELVE
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

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



                                       94
<PAGE>

                  If to the Company and/or any Guarantor:

                  Gaylord Entertainment Company
                  One Gaylord Drive
                  Nashville, Tennessee 37214
                  Facsimile: 615-316-6544
                  Attention: Carter R. Todd, Esq.

                  With a copy to:

                  Bass, Berry & Sims PLC
                  315 Deaderick Street, Suite 2700
                  Nashville, Tennessee 37238
                  Facsimile: 615-742-2775
                  Attention: F. Mitchell Walker, Jr., Esq.

                  If to the Trustee:

                  U.S. Bank National Association
                  60 Livingston Avenue
                  St. Paul, MN 55107-2292
                  Facsimile: 651-495-8097
                  Attention: Frank Leslie

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

                  (c) All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; three 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.

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

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

                  (f) If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time.



                                       95
<PAGE>

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

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

Section 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

                  (ii) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.05 hereof) stating that, in the opinion of such
         counsel (who may rely upon and Officers' Certificate as to matters of
         fact), all such conditions precedent and covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

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

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

                  (ii) 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;

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

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

Section 12.06. Rules by Trustee and Agents.

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



                                       96
<PAGE>

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

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, this Indenture,
the Note 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. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 12.08. Governing Law.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

Section 12.09. Consent to Jurisdiction.

                  Any legal suit, action or proceeding arising out of or based
upon this Indenture or the transactions contemplated hereby ("RELATED
PROCEEDINGS") may be instituted in the federal courts of the United States of
America located in the City of New York or the courts of the State of New York
in each case located in the City of New York (collectively, the "SPECIFIED
COURTS"), and each party irrevocably submits to the non-exclusive jurisdiction
of such courts in any such suit, action or proceeding. Service of any process,
summons, notice or document by mail (to the extent allowed under any applicable
statute or rule of court) to such party's address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court has been brought in an inconvenient forum.

Section 12.10. No Adverse Interpretation of Other Agreements.

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

Section 12.11. Successors.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. All agreements of each Guarantor in this Indenture shall
bind its successors, except as otherwise provided in Section 10.04.

Section 12.12. Severability.

                  In case any provision in this Indenture or 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.



                                       97
<PAGE>

Section 12.13. Counterpart 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 agreement.

Section 12.14. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section 12.14.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

                  (c) Notwithstanding anything to the contrary contained in this
Section 12.14, the principal amount and serial numbers of Notes held by any
Holder, and the date of holding the same, shall be proved by the register of the
Notes maintained by the Registrar as provided in Section 2.04 hereof.

                  (d) If the Company shall solicit from the Holders of the Notes
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a resolution of its Board
of Directors, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such resolution, which shall be a date not earlier
than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of Holders forwarded to
the Trustee prior to such solicitation pursuant to Section 2.06 hereof and not
later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite



                                       98
<PAGE>

proportion of the then outstanding Notes have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the then outstanding Notes shall be computed as
of such record date; provided that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
eleven months after the record date.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration or transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Note.

                  (f) Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Note may do
so itself with regard to all or any part of the principal amount of such Note or
by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.

Section 12.15. Benefit of Indenture.

                  Nothing, in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Registrar and its successors hereunder, and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

Section 12.16. Table of Contents, Headings, Etc.

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

                            [SIGNATURE PAGES FOLLOW]



                                       99

<PAGE>

                        Very truly yours,

                        GAYLORD ENTERTAINMENT COMPANY


                        By: /s/ David C. Kloeppel
                            ---------------------------------------------------
                            Name: David C. Kloeppel
                            Title: Executive Vice President and Chief Financial
                                   Officer


                        GAYLORD PROGRAM SERVICES, INC.
                        GRAND OLE OPRY TOURS, INC.
                        WILDHORSE SALOON ENTERTAINMENT VENTURES, INC.
                        GAYLORD INVESTMENTS, INC.
                        OLH HOLDINGS, LLC
                        GAYLORD HOTELS, LLC
                        OPRYLAND HOSPITALITY, LLC
                        OPRYLAND PRODUCTIONS INC.
                        OPRYLAND THEATRICALS INC.
                        CORPORATE MAGIC, INC.
                        OPRYLAND ATTRACTIONS, INC.
                        GAYLORD CREATIVE GROUP, INC.
                        CCK HOLDINGS, LLC

                        By: /s/ David C. Kloeppel
                            ---------------------------------------------------
                            Name: David C. Kloeppel
                            Title: Executive Vice President


                        OLH, G.P.

                        By: Gaylord Entertainment Company, a general partner


                        By: /s/ David C. Kloeppel
                            ---------------------------------------------------
                            Name: David C. Kloeppel
                            Title: Executive Vice President and Chief Financial
                                   Officer


                        OPRYLAND HOTEL-FLORIDA LIMITED PARTNERSHIP

                        By: Opryland Hospitality, LLC, its general partner


                        By: /s/ David C. Kloeppel
                            ---------------------------------------------------
                            Name: David C. Kloeppel
                            Title: Executive Vice President



                                       S-1

<PAGE>

                       OPRYLAND HOTEL-TEXAS, LLC


                       By: Gaylord Hotels, LLC, its Sole Member


                       By: /s/ David C. Kloeppel
                           ----------------------------------------------------
                           Name: David C. Kloeppel
                           Title: Executive Vice President



                       OPRYLAND HOTEL-TEXAS LIMITED PARTNERSHIP


                       By: Opryland Hospitality, LLC, its general partner


                       By: /s/ David C. Kloeppel
                           ----------------------------------------------------
                           Name: David C. Kloeppel
                           Title: Executive Vice President



                                      S-2

<PAGE>



                       U.S. BANK NATIONAL ASSOCIATION, as Trustee


                       By: /s/ Frank P. Leslie III
                           ----------------------------------------------------
                           Name: Frank P. Leslie III
                           Title: Vice President



                                      S-3

<PAGE>


                                                                       EXHIBIT A

                                 [Face of Note]


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 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE
"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN
THE MEANING OF REGULATION S



                                      A-1

<PAGE>

UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

  [ADDITIONAL LANGUAGE FOR REGULATION S NOTE TO BE INSERTED AFTER PARAGRAPH 1]

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).



                                      A-2



<PAGE>


                                                                  CUSIP [      ]

No.                                                           **$            **
                                                                 ------------

                          GAYLORD ENTERTAINMENT COMPANY

                            8% SENIOR NOTES DUE 2013

Issue Date:

                  Gaylord Entertainment Company, a Delaware corporation (the
"COMPANY", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to CEDE & CO., or its
registered assigns, the principal sum of [Amount of Note] ($ ) on November 15,
2013.


Interest Payment Dates:  May 15 and November 15, commencing May 15, 2004.


Record Dates:  May 1 and November 1.


                  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.

                            [SIGNATURE PAGE FOLLOWS]



                [ATTACH NOTATION OF GUARANTEE FOR EACH GUARANTOR]



                                      A-3

<PAGE>


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

                                          GAYLORD ENTERTAINMENT COMPANY


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


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




                                      A-4





<PAGE>



                    (Trustee's Certificate of Authentication)


This is one of the 8% Senior Notes due 2013 described in the within-mentioned
Indenture.

Dated:


U.S. BANK NATIONAL ASSOCIATION,

as Trustee



By:
    ---------------------------------
    Authorized Signatory



                                      A-5

<PAGE>


                             [Reverse Side of Note]

                          GAYLORD ENTERTAINMENT COMPANY

                            8% Senior Notes due 2013

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

                  1. Interest. The Company promises to pay interest on the
principal amount of this Note at 8% per annum from the date hereof until
maturity and shall pay the Liquidated Damages, if any, payable pursuant to
Section 5 of the Registration Rights Agreement referred to below. The Company
shall pay interest and Liquidated Damages, if any, semi-annually in arrears on
May 15 and November 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an "INTEREST PAYMENT DATE"). Interest
on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be May 15, 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 that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall 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) and Liquidated Damages, if any, 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 canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.13 of the Indenture with respect to defaulted interest.
The Notes shall be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose in The City of New York maintained for such purposes, or, at the option
of the Company, payment of interest and Liquidated Damages, if any, may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Liquidated Damages, if any, 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. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

                  3. Paying Agent and Registrar. Initially, the Trustee under
the Indenture shall act as Paying Agent and Registrar. The Company may change
any Paying Agent or



                                      A-6

<PAGE>

Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of November 12, 2003 ("INDENTURE") among the Company, the Guarantors
and the Trustee. 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 amended. 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 this Note is issued provides that an unlimited
aggregate principal amount of Additional Notes may be issued thereunder.

                  5. Optional Redemption. (a) Except as set forth in paragraph
5(b) below, the Company shall not have the option to redeem any Notes prior to
November 15, 2008. On November 15, 2008 and thereafter, the Company shall have
the option to redeem the Notes, in whole or in part, upon not less than 30 nor
more than 60 days' prior notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 15, of
the years indicated below:

<Table>
<Caption>
     Year                                                          Percentage
<S>                                                                <C>
     2008....................................................       104.000%
     2009....................................................       102.667%
     2010....................................................       101.333%
     2011 and thereafter.....................................       100.000%
</Table>

                  (b) Notwithstanding the foregoing, at any time prior to
November 15, 2006, the Company may redeem up to 35% of the aggregate principal
amount of Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 108.000% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, to the redemption date, with the
net cash proceeds of one or more Equity Offerings; provided that (A) at least
65% of the aggregate principal amount of the Notes issued under the Indenture
(including any Additional Notes) remains outstanding immediately after the
occurrence of such redemption, excluding Notes held by the Company and its
Subsidiaries; and (B) the redemption must occur within 45 days of the date of
the closing of such Equity Offering.

                  6. Special Redemption. (a) Except as set forth in paragraph 7
below and clause (b) of this paragraph 6, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                  (b) Upon receipt by the Trustee of written direction from the
Collateral Agent in accordance with the terms of the Pledge Agreement, the
Company shall be required to redeem (the "SPECIAL REDEMPTION") $75.0 million
aggregate principal amount of the Notes at a redemption price equal to 101% of
the aggregate principal amount of the Notes plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to but not including, the date of redemption
(which date shall be the fifth Business Day after the date the notice described
in the



                                      A-7

<PAGE>

immediately following sentence is mailed by the Trustee). The Trustee shall, no
later than the second Business Day after the date of receipt of such written
direction from the Collateral Agent, send notice of such redemption by first
class mail to each Holder.

                  7. Repurchase at Option of Holder. (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
that Holder's Notes pursuant to an offer by the Company (a "CHANGE OF CONTROL
OFFER") at an offer price (a "CHANGE OF CONTROL PAYMENT") in cash equal to 101%
of the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the date of purchase. Within ten 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 offering to repurchase Notes on a date (the "CHANGE OF CONTROL PAYMENT
Date") specified in such notice, which shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed, pursuant to the
procedures required by the Indenture and described in such notice.

                  (b) Within 360 days after the receipt of any Net Proceeds from
an Asset Sale, the Company may apply such Net Proceeds at its option: to repay
(A) Indebtedness of the Company or any Restricted Subsidiary thereof under
Credit Facilities, (B) Indebtedness of the Company or any Restricted Subsidiary
thereof secured by such assets or (C) Indebtedness of any Restricted Subsidiary
of the Company that is not a Guarantor, and, if the Indebtedness repaid is
revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto; or to purchase Replacement Assets or make a capital expenditure
in or that is used or useful in a Permitted Business (or enter into a binding
agreement to purchase such assets or make such capital expenditure; provided
that if such binding agreement ceases to be in full force and effect during such
360-day period, the Company may enter into another such binding agreement;
provided further that if such binding agreement ceases to be in full force and
effect after such 360-day period, any portion of the Net Proceeds of such Asset
Sale not applied or invested pursuant to such binding agreement shall constitute
Excess Proceeds). 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 the Indenture.

                  Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph shall constitute "EXCESS
PROCEEDS." Within 10 days after the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall make an offer (an "ASSET SALE OFFER") to all
Holders of Notes and, at the Company's option, all holders of other Indebtedness
that is pari passu with the Notes or any Note Guarantee containing provisions
similar to those set forth in the 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 will be equal to 100%
of the principal amount of the Notes and such other pari passu Indebtedness plus
accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and will 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 the 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



                                      A-8

<PAGE>

Notes and such other pari passu Indebtedness shall 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.

                  8. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the 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 Note selected for redemption. Also, the Company is
not required to transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed. Transfer may be restricted as provided in the
Indenture.

                  9. Persons Deemed Owners. The registered Holder of a Note will
be treated as its owner for all purposes.

                  10. Amendment, Supplement and 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 principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented to, among other
things, cure any ambiguity, defect or inconsistency, or to make any change that
does not adversely affect the legal rights under the Indenture of any such
Holder.

                  11. Defaults and Remedies. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, any Guarantor or any Significant Subsidiary of the Company (or any
Restricted Subsidiaries that together would constitute a Significant
Subsidiary), all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately by notice in writing to the Company specifying the Event of Default.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium, interest or Liquidated
Damages) if it determines that withholding notice is in their interest. Holders
of a majority in principal amount of the then outstanding Notes by notice to the
Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a
declaration of acceleration pursuant to Section 6.02 of the Indenture, and its
consequences, and waive any related existing Default or Event of Default if
certain conditions are satisfied.



                                      A-9

<PAGE>

                  In the case of any Event of Default occurring 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
Section 3.07 of the Indenture, an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. 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 Section 3.07(b) of the
Indenture shall also become immediately due and payable to the extent permitted
by law upon the acceleration of the Notes.

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

                  13. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or the Guarantors
under the Notes, the Indenture, the Note 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. The waiver
and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.

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

                  15. Additional Rights of Holders of Restricted Global Notes
and Restricted Definitive Notes. In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 12, 2003, between the Company, the Guarantors and
the parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of Additional
Notes (the "REGISTRATION RIGHTS AGREEMENT").

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

                  17. Guarantee. The Company's obligations under the Notes are
fully and unconditionally guaranteed, jointly and severally, by the Guarantors.



                                      A-10

<PAGE>

                  18. Copies of Documents. The Company shall furnish to any
Holder upon written request and without charge a copy of the Indenture and/or
the Registration Rights Agreement. Requests may be made to:

                  If to the Company and/or any Guarantor:

                  Gaylord Entertainment Company
                  One Gaylord Drive
                  Nashville, Tennessee 37214
                  Facsimile: 615-316-6544
                  Attention: Carter R. Todd, Esq.

                  With a copy to:

                  Bass, Berry & Sims PLC
                  315 Deaderick Street, Suite 2700
                  Nashville, Tennessee 37238
                  Facsimile: 615-742-2775
                  Attention: F. Mitchell Walker, Jr., Esq.



                                      A-11


<PAGE>


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                               (INSERT ASSIGNEE'S LEGAL NAME)


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


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

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

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

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


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

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

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

                           Your Signature:
                                          -------------------------------------
                                          (Sign exactly as your name appears on
                                          the face of this Note)


Signature Guarantee*:
                     ---------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-12

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below:

                     [ ] Section 4.10    [ ] Section 4.14

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased:

                             $
                              -----------------



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

                        Your Signature:
                                       -----------------------------------------
                                       (Sign exactly as your name appears on the
                                       face of this Note)


                        Tax Identification No.:
                                               ---------------------------------

Signature Guarantee*:
                     -----------------------------

*        Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).



                                      A-13

<PAGE>


                   [TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<Table>
<Caption>
                                                                          Principal Amount at
                          Amount of Decrease in   Amount of Increase in         Maturity             Signature of
                           Principal Amount at     Principal Amount at     of this Global Note    Authorized Officer
                                Maturity                 Maturity            Following such         of Trustee or
    Date of Exchange       of this Global Note     of this Global Note    decrease (or increase)    Note Custodian
    ----------------      ---------------------   ---------------------   ----------------------  -------------------
<S>                       <C>                     <C>                     <C>                     <C>

</Table>


                  [TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

                  The following exchanges of a part of this Regulation S
Temporary Global Note for an interest in another Global Note or of other
Restricted Global Notes for an interest in this Regulation S Temporary Global
Note, have been made:

<Table>
<Caption>
                                                                          Principal Amount at
                          Amount of Decrease in  Amount of Increase in         Maturity                Signature of
                           Principal Amount at    Principal Amount at     of this Global Note       Authorized Officer
                                Maturity                Maturity             Following such            of Trustee or
    Date of Exchange       of this Global Note    of this Global Note    decrease (or increase)       Note Custodian
    ----------------      ---------------------  ---------------------   ----------------------     -------------------
<S>                       <C>                    <C>                     <C>                        <C>

</Table>



                                      A-14

<PAGE>


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention:  General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention:  Corporate Trust Administration

                  Re:  8% Senior Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
November 12, 2003 (the "INDENTURE"), among Gaylord Entertainment Company, a
Delaware corporation (the "Company"), the Guarantors, and U.S. Bank National
Association, a national banking corporation, 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
will 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.

         [ ]      2. Check if Transferee will take delivery of a beneficial
interest in a Legended Regulation S 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



                                      B-1

<PAGE>

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) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Legended Regulation S 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
Restricted 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 to the Company or a
subsidiary thereof; or

         [ ]      (b) 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
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) 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 Definitive Note will 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



                                      B-2

<PAGE>

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 will 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, in the case of a transfer from a Restricted
Global Note or a Restricted Definitive Note, the Transferor hereby further
certifies that (a) 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, (b) 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, (c) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (d) the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person, 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 will 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 will 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.

                                              Dated:
                                                    ----------------------------



                                              ----------------------------------
                                                 [Insert Name of Transferor]



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



                                      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 __________); or

                           (ii)     Regulation S Global Note (CUSIP __________);
                                    or

                  [ ]      (B)      a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:


                                   [CHECK ONE]

                  [ ]      (A)      a beneficial interest in the:

                           (i)      144A Global Note (CUSIP __________); or

                           (ii)     Regulation S Global Note (CUSIP __________);
                                    or

                           (iii)    Unrestricted Global Note (CUSIP __________);
                                    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

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention:  General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention:  Corporate Trust Administration

                  Re: 8% Senior Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
November 12, 2003 (the "INDENTURE"), among Gaylord Entertainment Company, a
Delaware corporation (the "COMPANY"), the Guarantors and U.S. Bank National
Association, a national banking corporation, 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 at maturity, 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 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



                                      C-1

<PAGE>

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 at maturity, 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 will continue to be subject to the restrictions on transfer 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, :



                                      C-2

<PAGE>

with an equal principal amount at maturity, 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 will 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.



                                         Dated:
                                               --------------------------------



                                         --------------------------------------
                                               [Insert Name of Transferor]



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



                                      C-3


<PAGE>


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
Attention: General Counsel

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attention: Corporate Trust Administration

                  Re: 8% Senior Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
November 12, 2003 (the "INDENTURE"), among Gaylord Entertainment Company, a
Delaware corporation (the "COMPANY"), the Guarantors and U.S. Bank National
Association, a national banking corporation, 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 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
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in



                                      D-1

<PAGE>

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(k) 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 will 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
will 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.


Dated:
      -----------------------           ---------------------------------------
                                          [Insert Name of Accredited Investor]


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



                                      D-2

<PAGE>


                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in and subject to the
provisions in the Indenture dated as of November 12, 2003 (the "INDENTURE")
among Gaylord Entertainment Company, the other Guarantors (as defined in the
Indenture) and U.S. Bank National Association, a national banking corporation,
as trustee (the "TRUSTEE"), (a) the due and punctual payment of the principal
of, premium, if any, and interest and Liquidated Damages, if any, on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, and the due and punctual payment of interest on overdue principal
premium, if any, and interest and Liquidated Damages, if any, on the Notes, if
lawful (subject in all cases to any applicable grace period provided herein),
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture and
the Notes and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
Guarantee and the Indenture are expressly set forth in Article Ten of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to
and shall be bound by such provisions and (b) appoints the Trustee
attorney-in-fact of such Holder for such purpose.

                            [SIGNATURE PAGE FOLLOWS]



                                      E-1


<PAGE>


                  IN WITNESS HEREOF, each Guarantor has caused this Notation of
Guarantee to be signed manually or by facsimile by its duly authorized officer.

                                               [NAME OF GUARANTOR]


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



                                      E-2

<PAGE>


                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                  Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated
as of _____________, among __________________ (the "GUARANTEEING SUBSIDIARY"), a
subsidiary of Gaylord Entertainment Company (or its permitted successor), a
Delaware corporation (the "COMPANY"), and U.S. Bank National Association, a
national banking corporation (or its permitted successor), as trustee under the
Indenture referred to below (the "Trustee").

                                   WITNESSETH

                  WHEREAS, the Company and the other Guarantors party thereto
have heretofore executed and delivered to the Trustee an indenture (the
"INDENTURE"), dated as of November 12, 2003 providing for the issuance of 8%
Senior Notes due 2013 (the "NOTES");

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

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

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

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

                  2. Agreement to Guarantee.

         (a) The Guaranteeing Subsidiary, along with all other Guarantors,
jointly and severally, and fully and unconditionally, guarantees to each Holder
of a Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:

                           (i) the principal of, premium, if any, and interest
and Liquidated Damages, if any, on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of, premium, if any, and interest and Liquidated
Damages, if any, on the Notes, if lawful (subject in all cases to any applicable
grace period provided herein), and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in



                                      F-1

<PAGE>

accordance with the terms hereof and thereof; and the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest and Liquidated Damages, if any, on the Notes, if lawful (subject in all
cases to any applicable grace period provided herein)

                           (ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. The Guaranteeing Subsidiary agrees that this is a
guarantee of payment and not a guarantee of collection.

         (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum
extent permitted under applicable law, its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the 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 that might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.

         (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the
Indenture, hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that this Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture.

         (d) The Guaranteeing Subsidiary agrees that if any Holder or the
Trustee is required by any court or otherwise to return to the Company, the
Guarantors, or any custodian, trustee, liquidator or other similar official
acting in relation to any of the Company or the Guarantors, any amount paid by
any of them to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.

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

         (f) The Guaranteeing Subsidiary agrees that, as between the Guarantors,
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 of the Indenture for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article Six of the Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee.



                                      F-2

<PAGE>

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

         (h) The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of
the Indenture, that it is the intention of such Guaranteeing Subsidiary that its
Note Guarantee not constitute (i) a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to its Note Guarantee or (ii) an unlawful distribution under any
applicable state law prohibiting shareholder distributions by an insolvent
subsidiary to the extent applicable to its Note Guarantee, and, to effectuate
the foregoing intention, agrees hereby irrevocably that the obligations of such
Guaranteeing Subsidiary will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guaranteeing
Subsidiary that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article Ten of the Indenture, result in the obligations of such
Guaranteeing Subsidiary under its Note Guarantee not constituting a fraudulent
transfer or conveyance or such an unlawful shareholder distribution.

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

                  4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain
Terms.

                  (a) A Guarantor may not sell or otherwise dispose of all or
substantially all of its assets, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless:

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

                  (ii) 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 (if other than the Guarantor) is
                  a corporation or limited liability company organized or
                  existing under the laws of the United States, any state
                  thereof or the District of Columbia and assumes all the
                  obligations of that Guarantor under the Indenture, its Note
                  Guarantee and the Registration Rights Agreement pursuant to a
                  supplemental indenture reasonably satisfactory to the Trustee;
                  or

                           (B) such sale or other disposition or consolidation
                  or merger complies with Section 4.10 of the Indenture.

                  (b) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Note Guarantee endorsed upon the



                                      F-3

<PAGE>

Notes and the due and punctual performance of all of the covenants and
conditions of the Indenture to be performed by a Guarantor, such successor
Person shall succeed to and be substituted for a Guarantor with the same effect
as if it had been named herein as a Guarantor. Such successor Person thereupon
may cause to be signed any or all of the Note Guarantees to be endorsed upon all
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee. All the Note Guarantees so issued
shall in all respects have the same legal rank and benefit under the Indenture
as the Note Guarantees theretofore and thereafter issued in accordance with the
terms of the Indenture as though all of such Note Guarantees had been issued at
the date of the execution hereof.

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

                  5. Release.

                  (a) Any Guarantor will be released and relieved of any
obligations under its Note Guarantee, (i) in connection with any sale or other
disposition of all of the Capital Stock of that Guarantor to a Person that is
not (either before or after giving effect to such transaction) an Affiliate of
the Company, if the sale of all such Capital Stock of that Guarantor complies
with Section 4.10 of the Indenture; (ii) if the Company properly designates that
Guarantor as an Unrestricted Subsidiary under the Indenture or (iii) solely in
the case of a Note Guarantee created pursuant to the second sentence of Section
4.18(a) of the Indenture, upon the release or discharge of the Guarantee which
resulted in the creation of such Note Guarantee pursuant to Section 4.18(b) of
the Indenture, except a discharge or release by or as a result of payment under
such Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that one of the foregoing
requirements has been satisfied and the conditions to the release of a Guarantor
under this Section 5 have been satisfied, the Trustee shall execute any
documents reasonably required in order to evidence the release of such Guarantor
from its obligations under its Note Guarantee.

                  (b) Any Guarantor not released from its obligations under its
Note Guarantee shall remain liable for the full amount of principal of and
interest and Liquidated Damages, if any, on the Notes and for the other
obligations of any Guarantor under the Indenture as provided in Article Ten of
the Indenture.

                  6. No Recourse Against Others. Pursuant to Section 12.07 of
the Indenture, no director, officer, employee, incorporator or stockholder of
the Guaranteeing Subsidiary shall have any liability for any obligations of such
Guaranteeing Subsidiary under the Notes, the Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.

                  7. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.



                                      F-4

<PAGE>

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

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

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


                            [SIGNATURE PAGE FOLLOWS]



                                      F-5

<PAGE>


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

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



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


                                        GAYLORD ENTERTAINMENT COMPANY



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


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        AS TRUSTEE



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



                                      F-6