<PAGE>
                                                                    EXHIBIT 4.25




                       CORRECTIONS CORPORATION OF AMERICA

                     AND EACH OF THE GUARANTORS NAMED HEREIN


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

                             SUPPLEMENTAL INDENTURE

                            Dated as of May [_], 2003

                            __% SENIOR NOTES DUE 2011

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


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

                         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).................................................             2.05
             (b).................................................            12.03
             (c).................................................            12.03
          313(a).................................................             7.06
             (b)(2)..............................................          7.06; 7.07
             (c).................................................         7.06; 12.02
             (d).................................................             7.06
          314(a).................................................    4.03; 12.02; 12.05
             (c)(1)..............................................            12.04
             (c)(2)..............................................            12.04
             (c)(3)..............................................             N.A.
             (e).................................................            12.05
             (f).................................................             N.A.
          315(a).................................................             7.01
             (b).................................................         7.05, 12.02
             (c).................................................             7.01
             (d).................................................             7.01
             (e).................................................             6.11
          316(a)(last sentence)..................................             2.09
             (a)(1)(A)...........................................             6.05
             (a)(1)(B)...........................................             6.04
             (a)(2)..............................................             N.A.
             (b).................................................             6.07
             (c).................................................             2.12
          317(a)(1)..............................................             6.08
             (a)(2)..............................................             6.09
             (b).................................................             2.04
          318(a).................................................            12.01
             (b).................................................             N.A.
             (c).................................................            12.01
</TABLE>

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


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
<S>                  <C>                                                            <C>

                       CORRECTIONS CORPORATION OF AMERICA

                                   ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

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

                                   ARTICLE 2.
                                   THE NOTES

   Section 2.01      Form and Dating..................................................21
   Section 2.02      Execution and Authentication.....................................21
   Section 2.03      Registrar and Paying Agent.......................................22
   Section 2.04      Paying Agent to Hold Money in Trust..............................22
   Section 2.05      Holder Lists.....................................................22
   Section 2.06      Transfer and Exchange............................................23
   Section 2.07      Replacement Notes................................................25
   Section 2.08      Outstanding Notes................................................25
   Section 2.09      Treasury Notes...................................................26
   Section 2.10      Temporary Notes..................................................26
   Section 2.11      Cancellation.....................................................26
   Section 2.12      Defaulted Interest...............................................26

                                   ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

   Section 3.01      Notices to Trustee...............................................27
   Section 3.02      Selection of Notes to Be Redeemed or Purchased...................27
   Section 3.03      Notice of Redemption.............................................27
   Section 3.04      Effect of Notice of Redemption...................................28
   Section 3.05      Deposit of Redemption or Purchase Price..........................28
   Section 3.06      Notes Redeemed or Purchased in Part..............................29
   Section 3.07      Optional Redemption..............................................29
   Section 3.08      Mandatory Redemption.............................................29
   Section 3.09      Offer to Purchase by Application of Excess Proceeds..............29

                                   ARTICLE 4.
                                    COVENANTS

   Section 4.01      Payment of Notes.................................................31
   Section 4.02      Maintenance of Office or Agency..................................31
   Section 4.03      Reports..........................................................32
   Section 4.04      Compliance Certificate...........................................33
   Section 4.05      Taxes............................................................33
   Section 4.06      Stay, Extension and Usury Laws...................................34
   Section 4.07      Restricted Payments..............................................34
</TABLE>


                                       i

<PAGE>
<TABLE>
<S>                  <C>                                                             <C>
   Section 4.08      Dividend and Other Payment Restrictions Affecting Subsidiaries...37
   Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.......39
   Section 4.10      Asset Sales......................................................41
   Section 4.11      Transactions with Affiliates.....................................43
   Section 4.12      Liens............................................................44
   Section 4.13      Business Activities..............................................44
   Section 4.14      Corporate Existence..............................................44
   Section 4.15      Offer to Repurchase Upon a Change of Control.....................45
   Section 4.16      Limitation on Sale and Leaseback Transactions....................46
   Section 4.17      Payments for Consent.............................................47
   Section 4.18      Additional Note Guarantees.......................................47
   Section 4.19      Designation of Restricted and Unrestricted Subsidiaries..........47

                                   ARTICLE 5.
                                   SUCCESSORS

   Section 5.01      Merger, Consolidation, or Sale of Assets.........................47
   Section 5.02      Successor Corporation Substituted................................48

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

   Section 6.01      Events of Default................................................49
   Section 6.02      Acceleration.....................................................50
   Section 6.03      Other Remedies...................................................51
   Section 6.04      Waiver of Past Defaults..........................................51
   Section 6.05      Control by Majority..............................................51
   Section 6.06      Limitation on Suits..............................................51
   Section 6.07      Rights of Holders of Notes to Receive Payment....................52
   Section 6.08      Collection Suit by Trustee.......................................52
   Section 6.09      Trustee May File Proofs of Claim.................................52
   Section 6.10      Priorities.......................................................53
   Section 6.11      Undertaking for Costs............................................53

                                   ARTICLE 7.
                                     TRUSTEE

   Section 7.01      Duties of Trustee................................................53
   Section 7.02      Rights of Trustee................................................54
   Section 7.03      Individual Rights of Trustee.....................................55
   Section 7.04      Trustee's Disclaimer.............................................55
   Section 7.05      Notice of Defaults...............................................55
   Section 7.06      Reports by Trustee to Holders of the Notes.......................55
   Section 7.07      Compensation and Indemnity.......................................56
   Section 7.08      Replacement of Trustee...........................................57
   Section 7.09      Successor Trustee by Merger, etc.................................57
   Section 7.10      Eligibility; Disqualification....................................58
   Section 7.11      Preferential Collection of Claims Against Company................58

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.........58
   Section 8.02      Legal Defeasance and Discharge...................................58
   Section 8.03      Covenant Defeasance..............................................59
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                  <C>                                                             <C>
   Section 8.04      Conditions to Legal or Covenant Defeasance.......................59
   Section 8.05      Deposited Money and Government Securities to be Held in Trust;
                     Other Miscellaneous Provisions...................................60
   Section 8.06      Repayment to Company.............................................61
   Section 8.07      Reinstatement....................................................61

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01      Without Consent of Holders of Notes..............................61
   Section 9.02      With Consent of Holders of Notes.................................62
   Section 9.03      Compliance with Trust Indenture Act..............................63
   Section 9.04      Revocation and Effect of Consents................................64
   Section 9.05      Notation on or Exchange of Notes.................................64
   Section 9.06      Trustee to Sign Amendments, etc..................................64

                                   ARTICLE 10.
                                 NOTE GUARANTEES

   Section 10.01     Guarantee........................................................64
   Section 10.02     Limitation on Guarantor Liability................................65
   Section 10.03     Execution and Delivery of Note Guarantee.........................65
   Section 10.04     Guarantors May Consolidate, etc., on Certain Terms...............66
   Section 10.05     Releases Following Sale of Assets................................67

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

   Section 11.01     Satisfaction and Discharge.......................................67
   Section 11.02     Application of Trust Money.......................................68

                                   ARTICLE 12.
                                  MISCELLANEOUS

   Section 12.01     Trust Indenture Act Controls.....................................68
   Section 12.02     Notices..........................................................69
   Section 12.03     Communication by Holders of Notes with Other Holders of Notes....70
   Section 12.04     Certificate and Opinion as to Conditions Precedent...............70
   Section 12.05     Statements Required in Certificate or Opinion....................70
   Section 12.06     Rules by Trustee and Agents......................................70
   Section 12.07     No Personal Liability of Directors, Officers, Employees
                     and Stockholders.................................................71
   Section 12.08     Governing Law....................................................71
   Section 12.09     No Adverse Interpretation of Other Agreements....................71
   Section 12.10     Successors.......................................................71
   Section 12.11     Severability.....................................................71
   Section 12.12     Counterpart Originals............................................71
   Section 12.13     Table of Contents, Headings, etc.................................71

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF NOTATION OF GUARANTEE
Exhibit C         FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

                                      iii
<PAGE>

         SUPPLEMENTAL INDENTURE dated as of May [__], 2003 among Corrections
Corporation of America, a Maryland corporation (the "Company"), the Guarantors
(as defined) and U.S. Bank, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company, the Guarantors and the Trustee have entered into
an Indenture dated as of May __, 2003 (the "Base Indenture" and, as amended and
supplemented by this Supplemental Indenture, the "Indenture");

         WHEREAS, Sections 2.02 and 9.01 of the Base Indenture provide, among
other things, that the Company, the Guarantors and the Trustee may enter into a
supplemental indenture to the Base Indenture for, among other things, the
purpose of establishing the designation, form, terms and provisions of
Securities of any Series as permitted by Sections 2.02 and 9.01 of the Base
Indenture;

         WHEREAS, clause (5) of Section 9.01 of the Base Indenture provides that
the Company, the Guarantors and the Trustee may enter into a supplemental
indenture changing or eliminating any provision of the Base Indenture; provided,
that any such change shall become effective only when there is no Security
outstanding (as defined in the Base Indenture);

         WHEREAS, at the time this Supplemental Indenture is being executed and
delivered there are no Securities Outstanding;

         WHEREAS, the Company desires to establish and issue a new Series of the
Company's [__]% Senior Notes due 2011 (the "Notes") pursuant to the Base
Indenture, as modified by this Supplemental Indenture; and

         WHEREAS the Company and the Guarantors desire to enter into a
supplemental indenture pursuant to Sections 2.01 and 9.01 of the Base Indenture
to supplement the Base Indenture to establish the form, terms and provisions of
the Notes and to make deletions, modifications and additions to the Base
Indenture pertaining to the Notes as contemplated by Sections 2.02 and 9.01 of
the Base Indenture;

         NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
for the benefit of each other and for the equal and proportionate benefit of all
Persons who hereafter become Holders of Notes, hereby enter into this
Supplemental Indenture which amends, modifies, supplements and restates (as
applicable) the Base Indenture with respect to (and only with respect to) the
Notes, as follows:

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "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 became 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



                                       1
<PAGE>

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

         "Additional Notes" means any Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as
part of the same Series as the Notes.

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

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

         "Amended and Restated Charter" means the Amended and Restated Charter
of the Company adopted on September 29, 2000 as amended by that certain
Amendment to Amended and Restated Charter dated May 15, 2001.

         "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, that apply to such transfer or exchange.

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights of the Company and/or any Restricted Subsidiary, other
         than sales of inventory in the ordinary course of business consistent
         with past practices; 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
         Sections 4.15 and 5.01 hereof and not by the provisions of Section 4.10
         hereof; and

                  (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Subsidiaries.

         Notwithstanding the preceding, the following items will not be deemed
         to be Asset Sales:

                  (1) any single transaction or series of related transactions
         that involves the sale of assets or the issuance or sale of Equity
         Interests of a Restricted Subsidiary 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) the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business;



                                       2
<PAGE>

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

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

         "Asset Swap" means an exchange of assets other than cash, Cash
Equivalents or Equity Interests of the Company or any Subsidiary by the Company
or a Restricted Subsidiary of the Company for:

                  (1) one or more Permitted Businesses;

                  (2) a controlling equity interest in any Person whose assets
         consist primarily of one or more Permitted Businesses; and/or

                  (3) one or more real estate properties.

         "Attributable Debt" in respect of a Sale and Leaseback Transaction
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.

         "Base Indenture" has the meaning set forth in the recitals hereof.

         "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" will 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" 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.

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

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

         "Capital Stock" means:



                                       3
<PAGE>

                  (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;

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

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

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

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

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

         "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 approval by the holders of the Voting Stock of the
         Company of a plan relating to the liquidation or dissolution of the
         Company or if no such approval is required the adoption of a plan
         relating to the liquidation or dissolution of the Company by its Board
         of Directors;

                  (3) the consummation of any transaction (including without
         limitation any merger or consolidation) the result of which is that any
         "person" (as that term is used in Section 13(d)(3) of the Exchange Act)
         becomes the Beneficial Owner, directly or indirectly, of more than 50%
         of the Voting Stock of the Company;



                                       4
<PAGE>

                  (4) the Company consolidates with, or merges with or into, any
         Person, or any Person consolidated with, or merger 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 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 45% or more of the
         outstanding shares of such Voting Stock of such surviving or transferee
         Person (immediately after giving effect to such issuance); or

                  (5) the first day on which a majority of the members of the
         Board of Directors of the Company are not Continuing Directors.

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

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period,
plus:

                  (1) an amount equal to any extraordinary loss plus any net
         loss realized by such Person or any of its Restricted Subsidiaries in
         connection with an Asset Sale, to the extent such losses were deducted
         in computing such Consolidated Net Income; plus

                  (2) 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

                  (3) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income; plus

                  (4) depreciation, amortization (including amortization of
         intangibles but excluding amortization of prepaid cash expenses that
         were paid in a prior period) and other non-cash expenses (excluding any
         such non-cash expense to the extent that it represents an accrual of or
         reserve for cash expenses in any future period or amortization of a
         prepaid cash expense that was paid in a prior period) of such Person
         and its 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; minus

                  (5) non-cash items increasing such Consolidated Net Income for
         such period, other than the accrual of revenue in the ordinary course
         of business,

in each case, on a consolidated basis and determined in accordance with GAAP.



                                       5
<PAGE>

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

                  (1) the Net Income (but not loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting will be included only to the extent of the amount of
         dividends or distributions paid in cash to the specified Person or
         Restricted Subsidiary of the Person;

                  (2) the Net Income of any Restricted Subsidiary will 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
         stockholders;

                  (3) the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition will be excluded;

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

                  (5) the Net Income or loss of any Unrestricted Subsidiary will
         be excluded, whether or not distributed to the specified Person or one
         of its Subsidiaries.

         "Consolidated Net Income After Preferred Cash Dividend" means the
difference between the Consolidated Net Income of the Company and the aggregate
amount of payment of any cash dividends to the holders of the Company's Series A
Preferred Stock or the Company's Series B Preferred Stock.

         "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 Issue Date;
         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.

         "Corporate Trust Office of the Trustee" will be at the principal
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 Third Amended and Restated Credit
Agreement, by and among the Company and Lehman Commercial Paper, Inc., and other
parties thereto, as amended by that certain First Amendment and Consent to Third
Amended and Restated Credit Agreement, dated December 27, 2002, and that certain
Second Amendment and Waiver to Third Amended and Restated Credit Agreement,
dated April [__], 2003, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, to be
entered into on or prior to the date of this Indenture, and in each case as
amended, (and/or amended and restated) modified, renewed, refunded, replaced or
refinanced from time to time, in whole or in part, with the same or different
lenders (including, without limitation, any amendment, amendment and
restatement, modification, renewal, refunding, replacement or refinancing that
increases the maximum amount of the loans made or to be made thereunder).



                                       6
<PAGE>

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, (and/or amended and restated) 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 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

         "Designated Assets" means those correctional facilities owned by the
Company that are located in San Diego, California; Walsenburg, Colorado;
Nichols, Georgia; Alamo, Georgia; Tutweiler, Mississippi; Shelby, Montana;
Cushing, Oklahoma; Holdenville, Oklahoma; Memphis, Tennessee; Washington, D.C.;
and Whiteville, Tennessee, in each case so long as, and to the extent that, the
Company or a Restricted Subsidiary has granted an option to purchase such
facility (or provided for the reversion of the Company's ownership interest in
all or a portion of such facility) pursuant to a Designated Asset Contract.

         "Designated Asset Contract" means each of the following contracts
pursuant to which the Company has granted (a) an option to purchase a Designated
Asset for the Designated Asset Value or (b) a right of reversion of all or a
portion of the Company's ownership in such Designated Assets, in each case as in
effect on the Issue Date: Standard Form Lease Agreement, East Mesa Detention
Facility, dated October 30, 1997, between the County of San Diego and the
Company; Lease Agreement, dated April 30, 1996, between Huerfano County and the
Company; Request for Proposal Number 0467-019-955259 Issues on Behalf of the
Georgia Department of Corrections re: Bid of Private Prisons in Coffee and
Wheeler Counties; Contract No. 467-019-955259-1, dated July 24, 1996, between
the Georgia Department of Corrections and the Company; Contract No.
467-019-955259-2, dated July 24, 1996, between the Georgia Department of
Corrections and the Company; Agreement, dated October 6, 1998, between the
Tallahatchie County Correctional Authority and the Company, as amended by that
certain Amendment No. 1 to Agreement dated May 18, 2000, between the
Tallahatchie County Correctional Authority and the Company; Contract for
Facility Development -- Design, Build, dated July 22, 1998, between the Montana
Department of Corrections and the Company; Contractual Agreement, dated July 1,
1997, between the State of Oklahoma Department of Corrections and the Company;
Correctional Services Contract, dated July 1, 1998, between the State of
Oklahoma Department of Corrections and the Company; Lease Agreement, dated April
15, 1985, between the County of Shelby and the Company; Contract, dated February
25, 1986, between the Tennessee Department of Finance and Administration and the
Company; Lease Agreement, dated January 1997, between the District of Columbia
and the Company; and Incarceration Agreement, dated October 23, 2002, between
the State of Tennessee,




                                       7
<PAGE>

Department of Correction and Hardeman County, Tennessee and the related Contract
for the Lease of Whiteville Correctional Facility, dated October 9, 2002,
between Hardeman County, Tennessee and CCA.

         "Designated Asset Value" means the aggregate consideration specified in
a Designated Asset Contract to be received by the Company upon the exercise of
an option to acquire a Designated Asset pursuant to the terms of a Designated
Asset Contract.

         "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 of the Capital Stock), 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 of the Capital Stock, 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 of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States (but not the laws of Puerto Rico) or the District of Columbia or that
guarantees or otherwise provides direct credit support for any Indebtedness of
the Company.

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

         "Equity Offering" means an offering by a Person of its shares of Equity
Interests (other than Disqualified Stock) however designated and whether voting
or non-voting, and any and all rights, warrants or options to acquire such
Equity Interests (other than Disqualified Stock).

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

         "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, until such amounts are repaid.

         "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, the interest component of any deferred
         payment obligations, the interest component of all payments associated
         with Capital Lease Obligations, imputed interest with respect to
         Attributable Debt, commissions, discounts and other fees and charges
         incurred in respect of letters of credit or bankers' acceptance
         financings, and net of the effect of all payments made or received
         pursuant to Hedging Obligations, but excluding amortization of debt
         issuance costs and original issue discount and other non-cash interest
         payments; plus

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



                                       8
<PAGE>

                  (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 preferred stock of such
         Person or any of its Restricted Subsidiaries, other than (i) dividends
         on Equity Interests payable in Equity Interests of the Company (other
         than Disqualified Stock), (ii) dividends to the Company or a Restricted
         Subsidiary of the Company, or (iii) up to $10,750,000 paid on January
         15, 2002, as accrued but unpaid dividends in arrears on shares of the
         Company's Series A Preferred Stock, 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 effective cash 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 (other than
ordinary working capital borrowings) 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:

                  (1) acquisitions 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, and operations or
         businesses disposed of prior to the Calculation Date, shall be
         excluded; and

                  (3) the Fixed Charges attributable to discontinued operations,
         as determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, 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
         Restricted Subsidiaries following the Calculation Date.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such




                                       9
<PAGE>

other statements by such other entity as have been approved by a significant
segment of the accounting profession as amended and/or modified from time to
time.

         "Global Notes" means, a Note, substantially in the form of Exhibit A
hereto issued in accordance with Section 2.01 hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(b)(1),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality of the United States government (provided that the full faith
and credit of the United States is pledged in support of those securities).

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness, but not any Indebtedness of the
Company under the Forward Delivery Deficits Agreement, dated as of September 25,
1997, by and between the Company and Wachovia Bank, National Association
(formerly known as "First Union National Bank"), as trustee, or under the Debt
Service Deficits Agreement, dated as of January 1, 1997, by and between the
Company and Hardeman County Correctional Facilities Corporation, each as in
effect on the Issue Date, provided that and for so long as such Indebtedness is
not required to be classified as debt of the Company or any Restricted
Subsidiary pursuant to GAAP.

         "Guarantors" means each of:

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

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

and their respective successors and assigns.

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

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

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

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

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

                  (1) in respect of borrowed money;

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



                                       10
<PAGE>

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

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

                  (6) representing any Hedging Obligations,

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

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

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

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

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

         "Indenture" means the Base Indenture, as amended or supplemented from
time to time by this Supplemental Indenture and one or more other supplemental
indentures thereto applicable to the Notes, if any.

         "Initial Notes" means the first $200.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "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 (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), 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 and include the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If the
Company or any Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07 hereof. The
acquisition by the Company or any 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 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 the final paragraph of Section 4.07
hereof.



                                       11
<PAGE>

         "Issue Date" means May __, 2003.

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

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

         "MDP Notes" means those certain 10.0% convertible subordinated notes
due December 31, 2008 issued pursuant to that certain Note Purchase Agreement,
dated as of December 31, 1998, as amended on June 30, 2000, between the Company,
on the one hand, and MDP Ventures IV, LLC and certain affiliated purchasers, on
the other hand.

         "Net Income" means, with respect to any specified Person for any
period, the net income (loss) of such Person, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends, excluding,
however:

                  (1) any gain or loss, together with any related provision for
         taxes on such gain or loss, realized in connection with: (a) any Asset
         Sale; 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;

                  (2) any extraordinary gain or loss, together with any related
         provision for taxes on such extraordinary gain or loss;

                  (3) any loss resulting from impairment of goodwill recorded on
         the consolidated financial statement of a Person pursuant to SFAS No.
         142 "Goodwill and Other Intangible Assets;"

                  (4) any loss resulting from the change in fair value of a
         derivative financial instrument pursuant to SFAS No. 133 "Accounting
         for Derivative Instruments and Hedging Activities;" and

                  (5) amortization of debt issuance costs.

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



                                       12
<PAGE>

         "Non-Recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

                  (2) no default with respect to which (including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary) would permit upon notice,
         lapse of time or both any holder of any other Indebtedness of the
         Company or any of its Restricted Subsidiaries to declare a default on
         such other Indebtedness or cause the payment of the Indebtedness to be
         accelerated or payable prior to its stated maturity; and

                  (3) as to which the lenders have been notified in writing that
         they will not have any recourse to the stock or assets of the Company
         or any of its Restricted Subsidiaries.

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

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Notes" means the $200.0 million in aggregate principal amount of the
Company's [__]% Senior Notes due 2011 issued pursuant to this Indenture and any
Additional Notes designated by the Company as the same Series as such Notes and
issued under this Indenture.

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

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

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

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

         "Permitted Business" means the business conducted by the Company and
its Restricted Subsidiaries on the Issue Date and businesses reasonably related
thereto or ancillary or incidental thereto or a reasonable extension thereof,
including the privatization of governmental services.

         "Permitted Investments" means:

                  (1) any Investment in the Company or in a Restricted
         Subsidiary of the Company that is a Guarantor;



                                       13
<PAGE>

                  (2) any Investment in cash or 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 Restricted Subsidiary of
                  the Company and 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 or any Restricted Subsidiary of the Company that is 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 hereof;

                  (5) any acquisition of assets solely in exchange for the
         issuance of Equity Interests (other than Disqualified Stock) of the
         Company;

                  (6) any Investments received in compromise of obligations of
         such persons incurred in the ordinary course of trade creditors or
         customers that were incurred in the ordinary course of business,
         including pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of any trade creditor or customer;

                  (7) Hedging Obligations; and

                  (8) other Investments in any other Person having an aggregate
         fair market value (measured on the date each such Investment was made
         and without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause (8)
         not to exceed $35.0 million;

                  (9) payroll, travel and similar advances to cover matters that
         are expected at the time of such advances ultimately to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (10) loans or advances to employees made in the ordinary
         course of business of the Company or any Restricted Subsidiary not to
         exceed $5.0 million outstanding at any one time for all loans or
         advances under this clause (10);

                  (11) stock, obligations or securities received in settlement
         of debts created in the ordinary course of business and owing to the
         Company or any Restricted Subsidiary or in satisfaction of judgments or
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of a debtor;

                  (12) Investments in existence on the Issue Date;

                  (13) Guarantees issued in accordance with Section 4.09 hereof;
         and

                  (14) Investments that are made with Equity Interests of the
         Company (other than Disqualified Stock of the Company).



                                       14
<PAGE>

         "Permitted Liens" means:

                  (1) Liens on real or personal property of the Company and any
         Guarantor securing Indebtedness and other Obligations under Credit
         Facilities that were permitted by the terms of this Indenture to be
         incurred;

                  (2) Liens in favor of the Company or the Guarantors;

                  (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;

                  (4) Liens on property existing at the time of acquisition of
         the property by the Company or any Restricted Subsidiary of the
         Company, provided that such Liens were in existence prior to the
         contemplation of such acquisition;

                  (5) Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business;

                  (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (4) of the second paragraph of Section
         4.09 hereof covering only the assets acquired with such Indebtedness;

                  (7) Liens existing on the Issue Date;

                  (8) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded, provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

                  (9) Liens securing Permitted Refinancing Indebtedness;
         provided that any such Lien does not extend to or cover any property,
         Capital Stock or Indebtedness other than the property, shares or debt
         securing the Indebtedness so refunded, refinanced or extended;

                  (10) Attachment or judgment Liens not giving rise to a Default
         or an Event of Default;

                  (11) Liens on the Capital Stock of Unrestricted Subsidiaries;

                  (12) Liens incurred in the ordinary course of business of the
         Company or any Subsidiary of the Company with respect to obligations
         that do not exceed $15.0 million at any one time outstanding;

                  (13) pledges or deposits under workmen's compensation laws,
         unemployment insurance laws or similar legislation, or good faith
         deposits in connection with bids, tenders, contracts (other than for
         the payment of Indebtedness) or leases to which the Company or any
         Restricted Subsidiary is a party, or deposits to secure public or
         statutory obligations of the Company or any Restricted Subsidiary or
         deposits or cash or Government Securities to secure surety or appeal
         bonds to which the Company or any Restricted Subsidiary is a party, or
         deposits




                                       15
<PAGE>

         as security for contested taxes or import or customs duties or for the
         payment of rent, in each case incurred in the ordinary course of
         business;

                  (14) Liens imposed by law, including carriers', warehousemen's
         and mechanics' Liens, in each case for sums not yet due or being
         contested in good faith by appropriate proceedings if a reserve or
         other appropriate provisions; if any, as shall be required by GAAP
         shall have been made in respect thereof;

                  (15) encumbrances, easements or reservations of, or rights of
         others for, licenses, rights of way, sewers, electric lines, telegraph
         and telephone lines and other similar purposes, or zoning or other
         restrictions as to the use of real properties or liens incidental to
         the conduct of the business of the Company or a Restricted Subsidiary
         or to the ownership of its properties which do not in the aggregate
         materially adversely affect the value of said properties or materially
         impair their use in the operation of the business of the Company or
         such Restricted Subsidiary;

                  (16) Liens securing Hedging Obligations so long as the related
         Indebtedness is secured by a Lien on the same property securing such
         Hedging Obligations;

                  (17) leases and subleases of real property which do not
         materially interfere with the ordinary conduct of the business of the
         Company or any of its Restricted Subsidiaries; and

                  (18) normal customary rights of setoff upon deposits of cash
         in favor of banks or other depository institutions.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in repayment of, exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace,
repay, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness and Disqualified
Stock of the Company or a Restricted Subsidiary); 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 extended,
         refinanced, renewed, replaced, repaid, defeased or refunded (plus all
         accrued interest on the Indebtedness and the amount of all expenses and
         premiums incurred in connection therewith);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date 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, repaid, defeased or refunded;

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

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



                                       16
<PAGE>

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

         "PMI Notes" means those certain convertible subordinated notes issued
pursuant to that certain Note Purchase Agreement, dated as of December 31, 1998,
as amended on June 30, 2000 and on March 5, 2001, and as may be further amended
through the date of this Supplemental Indenture, between the Company and PMI
Mezzanine Fund, L.P.

         "Qualified Trust" means a trust or other special purpose vehicle formed
for the sole purpose of, and which is limited by its charter or other
organizational documents to conduct no business other than, issuing Qualified
Trust Preferred Stock and lending the proceeds from such issuance to the
Company.

         "Qualified Trust Indebtedness" means Indebtedness of the Company or a
Restricted Subsidiary to a Qualified Trust (a) in an aggregate principal amount
not exceeding the amount of funds raised by such trust from the issuance of
Qualified Trust Preferred Stock and (b) 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 Qualified Trust or the holder of any Qualified
Trust Preferred Stock), or upon the happening of any event, does not mature and
is not mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the Qualified Trust or any holder of
the Qualified Trust Preferred Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature; provided that
such Qualified Trust Indebtedness may be redeemed pursuant to its terms upon a
change of control of the Company if the terms of such Qualified Trust
Indebtedness (a) define a "change of control" in a manner that is not more
expansive than the definition contained in this Indenture and (b) explicitly
provide that no payment shall be made with respect to such indebtedness upon a
change of control unless and until the Company has complied with Section 4.15
hereof and purchases all Notes properly tendered and not withdrawn pursuant to a
Change of Control Offer to the extent required by this Indenture.

         "Qualified Trust Preferred Stock" means a preferred stock or preferred
interest in a Qualified Trust the net proceeds from the issuance of which are
used to finance Qualified Trust Indebtedness and 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 of the Qualified Trust
Preferred Stock), or upon the happening of any event, does not mature and is not
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Qualified Trust Preferred Stock,
in whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature.

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

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

         "Restricted Subsidiary" of the Company means any Subsidiary of the
Company that is not an Unrestricted Subsidiary.

         "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such property to another Person and
the Company or a Restricted Subsidiary leases it from such Person other than a
lease properly characterized pursuant to GAAP as a capital lease obligation.



                                       17
<PAGE>

         "SEC" means the Securities and Exchange Commission.

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

         "Series A Preferred Stock" means the 8% Series A Cumulative Preferred
Stock of the Company described in the Company's Amended and Restated Charter.

         "Series B Preferred Stock" means the Series B Cumulative Convertible
Preferred Stock of the Company described in the Company's Amended and Restated
Charter.

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

         "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.

         "Stockholder Litigation" means that certain action styled Dasburg, S.A.
v. Corrections Corporation of America, et al., Civil Action No. 98-2391-III,
filed in the Chancery Court for the State of Tennessee, Twentieth District,
Davidson County, and constituting the state court portion of previously
outstanding federal and state stockholder litigation against the Company.

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

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

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

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

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

         "Unoccupied Facility" means any prison facility owned by the Company or
a Restricted Subsidiary which for the twelve month period ending on the date of
measurement has had an average occupancy level of less than 15%.

         "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, but only to the extent that such Subsidiary:



                                       18
<PAGE>

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) 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;

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

                  (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries.

         Any designation of a 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 Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that 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 (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

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

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

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

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (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, or liquidation
         preference, as the case may be, including payment at final maturity, in
         respect of the Indebtedness, 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 aggregate principal amount or
         liquidation preference, as the case may be, of such Indebtedness.



                                       19
<PAGE>

Section 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                     Defined in
        Term                                                           Section
        ----                                                           -------
<S>                                                                  <C>
        "Affiliate Transaction"..................................       4.11
        "Asset Sale Offer".......................................       3.09
        "Authentication Order"...................................       2.02
        "Change of Control Offer"................................       4.15
        "Change of Control Payment"..............................       4.15
        "Change of Control Payment Date".........................       4.15
        "Covenant Defeasance"....................................       8.03
        "DTC"....................................................       2.03
        "Event of Default".......................................       6.01
        "Excess Proceeds"........................................       4.10
        "incur"..................................................       4.09
        "Legal Defeasance".......................................       8.02
        "Offer Amount"...........................................       3.09
        "Offer Period"...........................................       3.09
        "Paying Agent"...........................................       2.03
        "Permitted Debt".........................................       4.09
        "Purchase Date"..........................................       3.09
        "Registrar"..............................................       2.03
        "Restricted Payments"....................................       4.07
</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 trustee" or "institutional trustee" means the Trustee; and

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

         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:

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



                                       20
<PAGE>

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

                  (3) "or" is not exclusive;

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

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01      Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will 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 will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes will 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
the Indenture, the terms of the Indenture will control.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will 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 Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents 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 will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

Section 2.02      Execution and Authentication.

         An Officer must 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 will nevertheless be valid.



                                       21
<PAGE>

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

         The Trustee will, upon receipt of a written order of the Company signed
by an Officer (an "Authentication Order"), authenticate Notes for original
issue.

         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      Registrar and Paying Agent.

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

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

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

Section 2.04      Paying Agent to Hold Money in Trust.

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

Section 2.05      Holder Lists.

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



                                       22
<PAGE>

Section 2.06      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 will be exchanged by
the Company for Definitive Notes if:

                  (1) 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; or

                  (2) 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.

         Upon the occurrence of either of the preceding events in (1) or (2)
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 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 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 this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b) Legends. The following legend will appear on the face of all Global
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture:

"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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS




                                       23
<PAGE>

MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

         (c) 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 will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will 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 will be
reduced accordingly and an endorsement will 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 will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (d) General Provisions Relating to Transfers and Exchanges.

                  (1) To permit registrations of transfers and exchanges, the
         Company will execute and the Trustee will authenticate Global Notes and
         Definitive Notes upon receipt of an Authentication Order in accordance
         with Section 2.02 or at the Registrar's request.

                  (2) No service charge will be made to a Holder of a Global
         Note or to a Holder of a Definitive Note for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax or similar governmental charge
         payable in connection therewith (other than any such transfer taxes or
         similar governmental charge payable upon exchange or transfer pursuant
         to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

                  (3) The Registrar will 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.

                  (4) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will be the valid 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.

                  (5) The Company will 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 selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or



                                       24
<PAGE>

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                  (6) 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.

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

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

                  (9) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restriction on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Note (including transfers between
         or among beneficial owners of interests in any Global Note) other than
         to require delivery of such certificates and other documentation or
         evidence as are expressly required by, and to do so if and when
         expressly required by the terms of, this Indenture, and to examine the
         same to determine substantial compliance as to form with the express
         requirements hereof.

Section 2.07      Replacement Notes.

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

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

Section 2.08      Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those 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 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(a) hereof.

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



                                       25
<PAGE>

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

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

Section 2.09      Treasury Notes.

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

Section 2.10      Temporary Notes.

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

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

Section 2.11      Cancellation.

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

Section 2.12      Defaulted Interest.

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



                                       26
<PAGE>

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2) the redemption date;

                  (3) the principal amount of Notes to be redeemed; and

                  (4) the redemption price.

Section 3.02      Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

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

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

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

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will 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 or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03      Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 11 of this Indenture.



                                       27
<PAGE>

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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

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

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

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

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

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

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 or Purchase Price.

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

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




                                       28
<PAGE>

failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

Section 3.06      Notes Redeemed or Purchased in Part.

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

Section 3.07      Optional Redemption

         (a) At any time on or prior to ____ __, 2006, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under this Indenture at a redemption price of ______% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided that:

                  (1) at least 65% of the aggregate principal amount of Notes
         issued under this Indenture remains outstanding immediately after the
         occurrence of such redemption (excluding Notes held by the Company and
         its Subsidiaries); and

                  (2) the redemption occurs within 90 days of the date of the
         closing of such Equity Offering.

         (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to ______ __, 2007.

         (c) Beginning ______ __, 2007 the Company may, at its option, 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 to the applicable redemption date,
if redeemed during the twelve-month period beginning on ____ __ of the years
indicated below:

<TABLE>
<CAPTION>
        Year                                                       Percentage
        ----                                                       ----------
<S>                                                               <C>
        2007...............................................          ______%
        2008...............................................          ______%
        2009 and thereafter................................          ______%
</TABLE>


Section 3.08      Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09      Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.



                                       29
<PAGE>

         The Asset Sale Offer shall be made to all Holders and, at the Company's
option, all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales and assets. The Asset
Sale Offer shall remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, 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 apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale 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 Asset Sale Offer.

         Upon the commencement of an Asset Sale 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 Notes pursuant to the Asset Sale
Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:

                  (1) that the Asset Sale Offer is being made pursuant to this
         Section 3.09 and Section 4.10 hereof and the length of time the Asset
         Sale Offer will remain open;

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

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (4) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer will
         cease to accrue interest after the Purchase Date;

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

                  (6) that Holders electing to have a Note purchased pursuant to
         any Asset Sale Offer will 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;

                  (7) that Holders will 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;

                  (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Company will select the Notes and other pari passu
         Indebtedness to be purchased on a pro rata basis based on the principal
         amount of Notes and such other pari passu Indebtedness surrendered
         (with such




                                       30
<PAGE>

         adjustments as may be deemed appropriate by the Company so that only
         Notes in denominations of $1,000, or integral multiples thereof, will
         be purchased); and

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

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been 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 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount 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 Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes.

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

         The Company will 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 will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful. Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.

Section 4.02      Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee, being U.S.
Bank National Association, located at 100




                                       31
<PAGE>

Wall Street, Suite 1600, New York, New York 10005, or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the 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 will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

Section 4.03      Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within 5 days of the time periods specified in the SEC's rules and
regulations:

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

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

In addition, whether or not required by the SEC, the Company will file a copy of
all of the information and reports referred to in clauses (1) and (2) above with
the SEC for public availability within the time periods specified in the SEC's
rules and regulations (unless the SEC will not accept such a filing) and make
such information available to prospective investors upon request. The Company
will at all times comply with TIA ss. 314(a).

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

         (b) The Trustee shall not be under a duty to review or evaluate any
report or information delivered to the Trustee pursuant to the provisions of
this Section 4.03 for the purposes of making such reports available to it and to
the Holders of Notes who may request such information. Delivery of such reports,
information and documents to the Trustee as may be required under this Section
4.03 is for informational purposes only and the Trustee's receipt of such shall
not constitute constructive notice of




                                       32
<PAGE>

any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

         (c) For so long as any Notes remain outstanding, the Company and the
Guarantors 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 his or her knowledge after due inquiry the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to his or
her knowledge after due inquiry no event has occurred and remains in existence
by reason of which payments on account of the principal of or interest on the
Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.

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

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

Section 4.05      Taxes.

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



                                       33
<PAGE>

Section 4.06      Stay, Extension and Usury Laws.

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

Section 4.07      Restricted Payments

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

                  (1) declare or pay any dividend or make any other payment or
         distribution on account of the Company's, or any Restricted
         Subsidiary's, Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any Restricted Subsidiary) or to the direct or indirect
         holders of the Company's or any Restricted Subsidiary's Equity
         Interests in their capacity as such (other than dividends or
         distributions (i) payable in Equity Interests (other than Disqualified
         Stock) of the Company or (ii) payable to the Company and/or a
         Restricted Subsidiary of the Company);

                  (2) 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;

                  (3) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is expressly subordinated to the Notes or the Note
         Guarantees, except a payment of interest or principal at the Stated
         Maturity thereof or a payment of principal or interest on Indebtedness
         owed to the Company or any of its Restricted Subsidiaries; or

                  (4) make any Restricted Investment (all such payments and
         other actions set forth in these clauses (1) through (4) above being
         collectively referred to as "Restricted Payments"),

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

                  (1) no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;
         and

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

                  (3) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after May 3, 2002 (excluding




                                       34
<PAGE>

         Restricted Payments permitted by clauses (2), (3), (4), (5), (7), (8)
         and (9) of the next succeeding paragraph), is less than the sum,
         without duplication, of:

                           (a) 50% of the Consolidated Net Income After
                  Preferred Cash Dividend of the Company, for the period (taken
                  as one accounting period) from the beginning of the first
                  fiscal quarter commencing after May 3, 2002 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 (or, if such Consolidated Net Income
                  for such period is a deficit, less 100% of such deficit), plus

                           (b) 100% of the aggregate net cash proceeds received
                  by the Company since May 3, 2002 as a contribution to its
                  common equity capital or from the issue or sale of Equity
                  Interests of the Company (other than Disqualified Stock) or
                  from the issue or sale of convertible or exchangeable
                  Disqualified Stock or convertible or exchangeable debt
                  securities of the Company that have been converted into or
                  exchanged for such Equity Interests (other than Equity
                  Interests (or Disqualified Stock or debt securities) sold to a
                  Subsidiary of the Company), plus

                           (c) to the extent that any Restricted Investment
                  (other than a Restricted Investment permitted by clause (5) of
                  the next succeeding paragraph) that was made after May 3, 2002
                  is sold for cash or otherwise liquidated or repaid for cash,
                  the lesser of (i) the cash return of capital with respect to
                  such Restricted Investment (less the cost of disposition, if
                  any) and (ii) the initial amount of such Restricted
                  Investment, plus

                           (d) to the extent that any Unrestricted Subsidiary of
                  the Company is redesignated as a Restricted Subsidiary after
                  May 3, 2002, the lesser of (i) the fair market value of the
                  Company's Investment in such Subsidiary as of the date of such
                  redesignation or (ii) such fair market value as of the date on
                  which such Subsidiary was originally designated as an
                  Unrestricted Subsidiary, plus

                           (e) $10.0 million.

         So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions shall not prohibit:

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

                  (2) the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company in exchange
         for, or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Subsidiary of the Company) of, Equity Interests
         of the Company (other than Disqualified Stock); 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 clause (3)(b) of the preceding paragraph;

                  (3) 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;



                                       35
<PAGE>

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

                  (5) (a) the purchase, redemption or other acquisition,
         cancellation or retirement for value of Capital Stock, or options,
         warrants, equity appreciation rights or other rights to purchase or
         acquire Capital Stock of the Company or any Restricted Subsidiary of
         the Company or any parent of the Company held by any existing or former
         employees of the Company or any Subsidiary of the Company or their
         assigns, estates or heirs, in each case in connection with the
         repurchase provisions under employee stock option or stock purchase
         agreements or other agreements to compensate management employees;
         provided that such redemptions or repurchases pursuant to this clause
         will not exceed $2.5 million in the aggregate during any calendar year
         and $10.0 million in the aggregate for all such redemptions and
         repurchases; provided further, that the Company may carry-forward and
         make in a subsequent calendar year, in addition to the amounts
         permitted for such calendar year, the amount of such redemptions or
         repurchases permitted to have been made but not made in any preceding
         calendar year; provided further that such amount in any calendar year
         may be increased by an amount not to exceed (i) the cash proceeds from
         the sale of Capital Stock of the Company to existing or former
         employees of the Company or any Subsidiary of the Company after the
         date the Notes are originally issued (to the extent the cash proceeds
         from the sale of such Capital Stock have not otherwise been applied to
         the payment of Restricted Payments by virtue of clause (3)(b) of the
         preceding paragraph) plus (ii) the cash proceeds of key man life
         insurance policies received by the Company and its Subsidiaries after
         the date the Notes are originally issued less (iii) the amount of any
         Restricted Payments previously made pursuant to clause (i) and (ii) of
         this clause (5)(a); and (b) loans or advances to employees or directors
         of the Company or any Subsidiary of the Company the proceeds of which
         are used to purchase Capital Stock of the Company, in an aggregate
         amount not in excess of $10.0 million at any one time outstanding;

                  (6) the declaration and payment by the Company of a dividend
         consisting of Qualified Trust Preferred Stock with a fair market value
         that is not greater than is necessary in order to preserve the
         Company's eligibility to elect Real Estate Investment Trust status with
         respect to its 1999 taxable year;

                  (7) the repurchase, redemption or other acquisition or
         retirement for value of up to $130.0 million in liquidation preference
         of the Series B Preferred Stock if the Company would, at the time of
         such Restricted Payment and after giving pro forma effect thereto as if
         such Restricted Payment had been made at the beginning of the
         applicable four-quarter period, have been permitted to incur at least
         $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
         Ratio test set forth in the first paragraph of Section 4.09 hereof;

                  (8) repurchases of Equity Interests of the Company deemed to
         occur upon the exercise of stock options if such Equity Interests
         represent a portion of the exercise price thereof;

                  (9) the declaration and payment of dividends on the Company's
         Series A Preferred Stock and Series B Preferred Stock in accordance
         with terms of the Series A Preferred Stock and Series B Preferred Stock
         as in effect on the Issue Date;

                  (10) the payment of the liquidation preference of and all
         accrued and unpaid interest on 100% of issued and outstanding shares of
         the Company's Series A Preferred Stock in accordance with the terms of
         the Series A Preferred Stock as in effect on the Issue Date and the
         notice of redemption to be given by CCA on the Issue Date;



                                       36
<PAGE>

                  (11) the redemption pursuant to their terms of all MDP Notes
         or PMI Notes that remain outstanding on the applicable redemption date
         after the Company sends notice of such redemption to the holders of
         such notes, provided that (i) the Company converts all MDP Notes and
         PMI Notes pursuant to their terms upon the proper request of a holder
         of such notes and (ii) the fair market value of the common stock
         received upon such conversion (measured as of the date the notice of
         redemption is given) is not less than one and one half times the
         proceeds such holder would receive pursuant to such redemption;

                  (12) the repurchase, redemption or other acquisition or
         retirement for value of the shares of Series A Preferred Stock issued
         and outstanding on the Issue Date with the net proceeds from the
         issuance by a Qualified Trust of Qualified Trust Preferred Stock; and

                  (13) Restricted Payments not otherwise permitted in an amount
         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 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. Except with respect to any Restricted
Payment permitted pursuant to clauses (1)-(13) of the immediately preceding
paragraph, not later than 10 days following the end of the fiscal quarter in
which such Restricted Payment was made, 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 fairness opinion or appraisal
required by this Indenture.

Section 4.08      Dividend and Other Payment Restrictions Affecting Subsidiaries

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

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

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

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

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

                  (1) agreements governing Existing Indebtedness and Credit
         Facilities as in effect on the Issue Date and any amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings of those agreements, provided
         that the




                                       37
<PAGE>

         amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacement or refinancings are not materially
         more restrictive, taken as a whole, with respect to such dividend and
         other payment restrictions than those contained in those agreements on
         the Issue Date;

                  (2) this Indenture, the Notes, and the related Note
         Guarantees;

                  (3) applicable law;

                  (4) any instrument governing Indebtedness or Capital Stock of
         a Person acquired by the Company or any of its Restricted Subsidiaries
         as in effect at the time of such acquisition (except to the extent such
         Indebtedness or Capital Stock was 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, provided that, in the case of Indebtedness, such
         Indebtedness was permitted by the terms of this Indenture to be
         incurred;

                  (5) customary non-assignment provisions of any contract
         entered into in the ordinary course of business and customary
         provisions restricting subletting of any interest in real property
         contained in any lease or easement agreement of the Company or any
         Restricted Subsidiary, or any customary restriction on the ability of a
         Restricted Subsidiary to dividend, distribute or otherwise transfer any
         asset which secures Indebtedness secured by a Lien and which
         Indebtedness and which Lien was permitted by this Indenture;

                  (6) purchase money obligations for property acquired in the
         ordinary course of business that impose restrictions on that property
         of the nature described in clause (3) of the preceding paragraph;

                  (7) any agreement for the sale or other disposition of all or
         substantially all of the assets or capital stock of a Restricted
         Subsidiary that restricts distributions by that Restricted Subsidiary
         pending its sale or other disposition of all or substantially all of
         the assets or capital stock of such Restricted Subsidiary;

                  (8) Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness with respect to dividends and other payments
         are not materially more restrictive, taken as a whole, than those
         contained in the agreements governing the Indebtedness being
         refinanced;

                  (9) Liens securing Indebtedness otherwise permitted to be
         incurred under Section 4.12 hereof that limit the right of the debtor
         to dispose of the assets subject to such Liens;

                  (10) provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements, asset
         sale agreements, stock sale agreements and other similar agreements
         entered into in the ordinary course of business;

                  (11) restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business; and

                  (12) any encumbrance or restriction pursuant to customary
         provisions restricting dispositions of real property interests set
         forth in any reciprocal easement agreements of the Company or any
         Restricted Subsidiary.



                                       38
<PAGE>

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company or its Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Guarantors may incur Indebtedness or issue preferred stock, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or preferred stock is issued 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 or the
preferred stock or Disqualified Stock had been issued, as the case may be, at
the beginning of such four-quarter period.

         The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any of the following items of Indebtedness or the issuance of
Disqualified Stock, as set forth below (collectively, "Permitted Debt"):

                  (1) the incurrence by the Company and any Restricted
         Subsidiaries of Indebtedness under Credit Facilities in an aggregate
         principal amount at any one time outstanding under this clause (1) not
         to exceed $715.0 million;

                  (2) the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;

                  (3) the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Note Guarantees
         to be issued on the Issue Date;

                  (4) the incurrence by the Company or any of its Restricted
         Subsidiaries 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 clause (4), not to exceed $25.0
         million at any time outstanding;

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

                  (6) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries or the refinancing or
         replacement of existing intercompany Indebtedness between or among the
         Company and 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 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; and (b) (i)




                                       39
<PAGE>

         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 of the Company and (ii) any sale or other
         transfer of any such Indebtedness to a Person that is not either the
         Company or a Restricted Subsidiary of the Company, shall be deemed, in
         each case, to constitute an incurrence of such Indebtedness by the
         Company or such Restricted Subsidiary, as the case may be, that was not
         permitted by this clause (6);

                  (7) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred for the purpose
         of fixing or hedging interest rate risk with respect to any floating
         rate Indebtedness that is permitted by the terms of this Indenture to
         be outstanding or for hedging foreign currency exchange risk, in each
         case to the extent the Hedging Obligations are incurred in the ordinary
         course of business and not for any speculative purpose;

                  (8) the guarantee by the Company or any of its Restricted
         Subsidiaries 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;

                  (9) the accrual of interest, the accretion or amortization of
         original issue discount, the payment of interest on any Indebtedness 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 shall not be deemed to
         be an incurrence of Indebtedness or an issuance of Disqualified Stock
         for purposes of this Section 4.09; provided, in each such case, that
         the amount thereof is included in Fixed Charges of the Company as
         accrued interest;

                  (10) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness, including Indebtedness represented by
         letters of credit for the account of the Company or any Restricted
         Subsidiary, incurred in respect of workers' compensation claims,
         self-insurance obligations, performance, proposal, completion, surety
         and similar bonds and completion guarantees provided by the Company or
         any of its Restricted Subsidiaries in the ordinary course of business;
         provided, that the underlying obligation to perform is that of the
         Company and its Restricted Subsidiaries and not that of the Company's
         Unrestricted Subsidiaries; provided further, that such underlying
         obligation is not in respect of borrowed money;

                  (11) the issuance of Series B Preferred Stock by the Company
         solely for the purpose of the payment of dividends to the holders of
         the Series B Preferred Stock made in accordance with the Company's
         Amended and Restated Charter;

                  (12) the incurrence by the Company or any of the Guarantors of
         additional Indebtedness in an aggregate principal amount (or accreted
         value, as applicable) at any time outstanding, including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (12), not to exceed $60.0
         million;

                  (13) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness, including but not limited to Indebtedness
         represented by letters of credit for the account of the Company or any
         Restricted Subsidiary, arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, assets or
         Equity Interests of the Company or a Restricted Subsidiary, other than
         guarantees of Indebtedness incurred by any Person acquiring all or any
         portion of such business, assets or Equity Interests for the purpose of
         financing such acquisition;



                                       40
<PAGE>

                  (14) the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument (except
         in the case of daylight overdrafts) drawn against insufficient funds in
         the ordinary course of business, provided that such Indebtedness is
         extinguished within five business days of incurrence;

                  (15) the incurrence by the Company or a Restricted Subsidiary
         of Qualified Trust Indebtedness the proceeds of which are used to
         finance a Restricted Payment permitted by clauses (6) or (12) of the
         second paragraph of Section 4.07 hereof; and

                  (16) the incurrence by the Company of indebtedness expressly
         subordinated to the Notes not to exceed an aggregate principal amount
         of $2.9 million in satisfaction of the Stockholder Litigation.

         The Company shall not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured.

         For purposes of determining compliance with the provisions in this
Indenture relating to this Section 4.09, in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (16) above, or is entitled to be incurred
pursuant to the first paragraph of this Section 4.09, the Company shall be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture shall be deemed to have been incurred on such date in reliance on
the exception provided by clause (1) of the definition of Permitted Debt.

Section 4.10      Asset Sales

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

                  (1) the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration at the time of the Asset Sale at least equal
         to (a) the fair market value of the assets (other than Designated
         Assets) or Equity Interests issued or sold or otherwise disposed of and
         (b) the Designated Asset Value of the Designated Assets sold or
         otherwise disposed of;

                  (2) the fair market value or Designated Asset Value, as
         applicable, 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

                  (3) at least 75% of the consideration received in the Asset
         Sale by the Company or such Restricted Subsidiary is in the form of
         cash. For purposes of this clause (3) only, each of the following will
         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




                                       41
<PAGE>

                  (other than contingent liabilities and liabilities that are by
                  their terms subordinated to the Notes or any Note Guarantee)
                  that are assumed by the transferee of any such assets pursuant
                  to a customary novation agreement that releases the Company or
                  such Restricted Subsidiary from further liability;

                           (b) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted within 90 days of the
                  applicable Asset Sale by the Company or such Restricted
                  Subsidiary into cash or Cash Equivalents, to the extent of the
                  cash or Cash Equivalents received in that conversion;

                           (c) 100% of the securities, notes or other
                  obligations or Indebtedness actually received by the Company
                  as consideration for the sale or other disposition of a
                  Designated Asset pursuant to the terms of a Designated Asset
                  Contract, but only to the extent that such securities, notes
                  or other obligations or Indebtedness were explicitly required
                  to be included, or permitted to be included solely at the
                  option of the purchaser, in such consideration pursuant to the
                  terms of the applicable Designated Asset Contract; and

                           (d) 100% of the Indebtedness actually received by the
                  Company as consideration for the sale or other disposition of
                  an Unoccupied Facility.

         Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may engage in Asset Swaps; provided that, (1) immediately after
giving effect to such Asset Swap, the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 4.09 hereof and (2) the
Board of Directors of the Company determines that the fair market value of the
assets received by the Company in the Asset Swap is not less than the fair
market value of the assets disposed of by the Company in such Asset Swap and
such determination is evidenced by a resolution of the Board of Directors set
forth in an Officers' Certificate delivered to the Trustee.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply those Net Proceeds:

                  (1) to repay permanently Indebtedness under a Credit Facility
         and, if the Indebtedness permanently repaid is revolving credit
         Indebtedness, to correspondingly reduce commitments with respect
         thereto;

                  (2) to acquire all or substantially all of the assets of, or a
         majority of the Voting Stock of, another Permitted Business;

                  (3) to make a capital expenditure (provided, that the
         completion of (i) construction of new facilities, (ii) expansions to
         existing facilities, and (iii) repair or reconstruction of damaged or
         destroyed facilities which commences within 360 days after the receipt
         of any Net Proceeds from an Asset Sale by the Company may extend for an
         additional 360 day period if the Net Proceeds to be used for such
         construction, expansion or repair are committed to and set aside
         specifically for such activity within 360 days of their receipt);

                  (4) to acquire other long-term assets that are used or useful
         in a Permitted Business; or



                                       42
<PAGE>

                  (5) with respect to the sale of the Northeast Ohio
         Correctional Facility in Youngstown, Ohio, the Company may use 50% of
         the Net Proceeds from such sale to repurchase, redeem or otherwise
         acquire or retire for value shares of the Company's Series B Preferred
         Stock.

         Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture. For avoidance
of doubt, prior to being required to permanently reduce revolving credit
facility commitments, the Company shall have the option of making an Asset Sale
Offer in accordance with the terms of this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." Within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company shall make 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 containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer shall be equal to 100% of principal amount
plus accrued and unpaid interest to the date of purchase, and shall be payable
in cash. If any Excess Proceeds remain after consummation of an Asset Sale
Offer, the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those 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 Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

Section 4.11      Transactions with Affiliates

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

                  (1) the Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

                  (2) the Company delivers to the Trustee:

                           (a) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, a resolution of the
                  Board of Directors set forth in an Officers' Certificate
                  certifying that such Affiliate Transaction complies with this
                  Section 4.11 and that such Affiliate Transaction has been
                  approved by a majority of the disinterested members of the
                  Board of Directors; and



                                       43
<PAGE>

                           (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 of such Affiliate Transaction from a
                  financial point of view issued by an accounting, appraisal or
                  investment banking firm of national standing.

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

                  (1) any employment or indemnity agreement entered into by the
         Company or any of its Restricted Subsidiaries in the ordinary course of
         business and consistent with the past practice of the Company or such
         Restricted Subsidiary;

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

                  (3) transactions with a Person that is an Affiliate of the
         Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

                  (4) payment of reasonable directors fees to Persons who are
         not otherwise Affiliates of the Company;

                  (5) sales of Equity Interests (other than Disqualified Stock)
         to Affiliates of the Company;

                  (6) Restricted Payments that are permitted by Section 4.07
         hereof; and

                  (7) any issuance of securities, or other payments, awards or
         grants in cash, securities or otherwise pursuant to, or the funding of
         employment arrangements, stock options and stock ownership plans and
         other reasonable fees, compensation, benefits and indemnities paid or
         entered into by the Company or any of its Restricted Subsidiaries in
         the ordinary course of business to or with officers, directors or
         employees of the Company and its Restricted Subsidiaries.

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.

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      Corporate Existence.

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



                                       44
<PAGE>

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

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

Section 4.15      Offer to Repurchase Upon a Change of Control

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes
at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest on the Notes repurchased, to the date of purchase
(the "Change of Control Payment"). Within 10 days following any Change of
Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Notes tendered will be accepted for
         payment;

                  (2) the purchase price and the purchase date, which shall be
         no earlier than 30 days and no later than 60 business days from the
         date such notice is mailed (the "Change of Control Payment Date");

                  (3) that any Note not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in the payment of the
         Change of Control Payment, all Notes accepted for payment pursuant to
         the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                  (5) that Holders electing to have any Notes purchased pursuant
         to a Change of Control Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" on the
         reverse of the Notes completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day preceding the Change of Control Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than the close of business on
         the second Business Day preceding the Change of Control Payment Date, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of Notes delivered for
         purchase, and a statement that such Holder is withdrawing his election
         to have the Notes purchased; and

                  (7) that Holders whose Notes are being purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered, which unpurchased portion must be
         equal to $1,000 in principal amount or an integral multiple thereof.



                                       45
<PAGE>

         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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.

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

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

                  (2) deposit with the paying agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions of Notes
         properly tendered; and

                  (3) deliver or cause to be delivered to the Trustee the Notes
         properly accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

         The paying agent shall promptly mail to each Holder of Notes properly
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 new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

         The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

         The provisions described above that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable
whether or not any other provisions of this Indenture are applicable.

         (c) 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 Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.

Section 4.16      Limitation on Sale and Leaseback Transactions

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

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



                                       46
<PAGE>

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

                  (3) the transfer of assets in that Sale and Leaseback
         Transaction is permitted by, and the Company applies the proceeds of
         such transaction in compliance with, Section 4.10 hereof.

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 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      Additional Note Guarantees

         If any Subsidiary of the Company that is not a Guarantor enters into a
Guarantee of a Credit Facility or any part of the Indebtedness created under
Credit Facilities permitted to be incurred pursuant to clause (1) of the second
paragraph of Section 4.09 hereof, then that Subsidiary shall become a Guarantor
and shall execute a supplemental indenture and deliver an Opinion of Counsel
satisfactory to the Trustee within 10 business days of the date on which it was
acquired or created. The form of such Note Guarantee is attached as Exhibit B
hereto.

Section 4.19      Designation of Restricted and Unrestricted Subsidiaries

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event
of Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated shall be deemed to be Investments made as of the time of the
designation, subject to the limitations on Restricted Payments. That designation
shall only be permitted if the Investment would be permitted at that time and if
the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

         The Company shall not, in a single transaction or a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any Person or group of affiliated Persons, or
permit any of its Restricted Subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result
in an assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries taken as a whole to any other Person or group of affiliated
Persons, unless at the time and after giving effect thereto:



                                       47
<PAGE>

                  (1) either: (a) the Company or any Restricted Subsidiary is
         the surviving corporation; or (b) the Person formed by or surviving any
         such consolidation or merger (if other than the Company or any
         Restricted Subsidiary) or to which such sale, assignment, transfer,
         conveyance or other disposition has been made is a corporation
         organized or existing under the laws of the United States, any state of
         the United States or the District of Columbia;

                  (2) the Person formed by or surviving any such consolidation
         or merger (if other than the Company or any Restricted Subsidiary) or
         the Person to which such sale, assignment, transfer, conveyance or
         other disposition has been made assumes all the obligations of the
         Company under the Notes and the Indenture pursuant to agreements
         reasonably satisfactory to the Trustee;

                  (3) immediately after such transaction no Default or Event of
         Default exists; and

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

         The covenant described under this Section 5.01 shall not apply to: (i)
a sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Restricted Subsidiaries; (ii) any merger of
a Restricted Subsidiary into the Company or another Restricted Subsidiary; (iii)
any merger of the Company into a wholly-owned Restricted Subsidiary created for
the purpose of holding the Equity Interests of the Company; or (iv) a merger
between the Company and a newly-created Affiliate incorporated solely for the
purpose of reincorporating the Company in another state of the United States.

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 a transaction that is subject to, and that complies with the
provisions of, 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, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor 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 on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.



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<PAGE>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

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

                  (1) the Company defaults for 30 days in the payment when due
         of interest on the Notes;

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

                  (3) the Company or any of its Subsidiaries fails to comply
         with the provisions of Section 4.10, 4.15 or 5.01 hereof;

                  (4) the Company fails to observe or perform any other
         covenant, representation, warranty or other agreement in this Indenture
         or the Notes for 60 consecutive days after notice to the Company by the
         Trustee or the Holders of at least 25% in aggregate principal amount of
         the Notes then outstanding voting as a single class;

                  (5) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money 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 Issue Date, if that default:

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

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

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $25.0 million or more, provided that
         any default described in clause (a) or (b) above on the MDP Notes shall
         not constitute an Event of Default pursuant to this clause (5) so long
         as the Company cures such default within 30 days of a final judgment by
         a court of competent jurisdiction that such default on the MDP Notes
         exists or that any alleged unpaid principal or interest on the MDP
         Notes is due and owing, which judgment is not stayed, paid or
         discharged within such 30 day period;

                  (6) failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $25.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days;

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



                                       49
<PAGE>

                           (A) commences a voluntary case,

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

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

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

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

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

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

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

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

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

                  (9) 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.

Section 6.02      Acceleration.

         In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall 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.

         Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,
all outstanding Notes shall be due and payable immediately without further
action or notice. The Holders of a majority in aggregate principal amount of the
then outstanding Notes by written notice to the Trustee may on




                                       50
<PAGE>

behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

Section 6.03      Other Remedies.

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

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

Section 6.04      Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05      Control by Majority.

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

Section 6.06      Limitation on Suits.

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

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

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



                                       51
<PAGE>

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

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

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

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

Section 6.08      Collection Suit by Trustee.

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

Section 6.09      Trustee May File Proofs of Claim.

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



                                       52
<PAGE>

Section 6.10      Priorities.

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

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

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

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

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

Section 6.11      Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee.

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

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

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

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture.




                                       53
<PAGE>

         However, in the case of any such certificates or opinions which by any
         provisions hereof are specifically required to be furnished to the
         Trustee, the Trustee will examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture.

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

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

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

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

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

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

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

Section 7.02      Rights of Trustee.

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

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

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

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

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



                                       54
<PAGE>

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

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

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

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

Section 7.03      Individual Rights of Trustee.

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

Section 7.04      Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the 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 will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.06      Reports by Trustee to Holders of the Notes.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in




                                       55
<PAGE>

TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with TIA ss.
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA
ss. 313(c).

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

Section 7.07      Compensation and Indemnity.

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

         (b) The Company and the Guarantors 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 and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith or willful misconduct. The Trustee will notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company will not relieve the Company or any of the Guarantors of their
obligations hereunder. The Company or such Guarantor will defend the claim and
the Trustee will cooperate in the defense. The Trustee may have separate counsel
and the Company will pay the reasonable fees and expenses of such counsel.
Neither the Company nor any Guarantor need pay for any settlement made without
its consent, which consent will not be unreasonably withheld.

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

         (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the 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 will survive the satisfaction and
discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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



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<PAGE>

Section 7.08      Replacement of Trustee.

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

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

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

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

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

                  (4) the Trustee becomes incapable of acting.

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

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

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

Section 7.09      Successor Trustee by Merger, etc.

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



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<PAGE>

Section 7.10      Eligibility; Disqualification.

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

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

Section 7.11      Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
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 8.

Section 8.02      Legal Defeasance and Discharge.

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

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

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

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



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<PAGE>

                  (4) 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 and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof and clause (4) of Section 5.01 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6)
and Section 6.01(9) hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

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

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

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

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

                           (B) since the Issue Date, there has been a change in
                  the applicable federal income tax law,



                                       59
<PAGE>

                  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;

                  (3) in the case of an election under Section 8.03 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that the Holders
         of the outstanding 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;

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

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

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

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

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

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

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

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized



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<PAGE>

firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06      Repayment to Company.

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

Section 8.07      Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or 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 and the Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company will be subrogated to the rights of the Holders of such Notes to receive
such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

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

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

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

                  (3) to provide for the assumption of the Company's or a
         Guarantor's obligations to the Holders of the Notes by a successor to
         the Company pursuant to Article 5 or Article 10 hereof;



                                       61
<PAGE>

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

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

                  (6) to conform the text of the Indenture, the Note Guarantees
         or the Notes to any provision contained in the "Description of Notes"
         in the Company's prospectus supplement dated May __, 2003 with respect
         to the Notes to the extent that such provision in the "Description of
         Notes" was intended to be a verbatim recitation of a provision of the
         Indenture, the Note Guarantees or the Notes;

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

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

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

Section 9.02      With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Sections 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Note Guarantees or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

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



                                       62
<PAGE>

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

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

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

                  (2) reduce the principal of or change the fixed maturity of
         any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof;

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

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

                  (5) make any Note payable in currency other than that stated
         in the Notes;

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

                  (7) waive a redemption payment with respect to any Notes
         (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof);

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

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

Section 9.03      Compliance with Trust Indenture Act.

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



                                       63
<PAGE>

Section 9.04      Revocation and Effect of Consents.

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

Section 9.05      Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. If the Company so
determines, 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.

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

Section 9.06      Trustee to Sign Amendments, etc.

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

                                  ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01     Guarantee.

         (a) Subject to this Article 10, each of the Guarantors hereby, jointly
and severally, 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:

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

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



                                       64
<PAGE>

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

         (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each 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 covenant that this Note Guarantee will 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 either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the 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 a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under its Note Guarantee and this Article 10 shall be limited to the
maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 10.03     Execution and Delivery of Note Guarantee.

         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 attached as Exhibit B hereto will be endorsed




                                       65
<PAGE>

by an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.

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

         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 will be valid
nevertheless.

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

         In the event that the Company creates or acquires any Subsidiary after
the date of this Indenture, if required by Section 4.18 hereof, the Company will
cause such Subsidiary to comply with the provisions of Section 4.18 hereof and
this Article 10, to the extent applicable.

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

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

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

                  (2) either:

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

                           (b) the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of this Indenture, including without limitation,
                  Section 4.10 hereof.

         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 the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the 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 will 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.



                                       66
<PAGE>

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

Section 10.05     Releases Following Sale of Assets.

         In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

         Any Guarantor not released from its obligations under its Note
Guarantee will remain liable for the full amount of principal of and interest on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01     Satisfaction and Discharge.

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

              (1) 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, if
         any, and accrued interest to the date of maturity or redemption;



                                       67
<PAGE>

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

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

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

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

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

Section 11.02     Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the 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, premium, if any, and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

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

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

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01     Trust Indenture Act Controls.

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



                                       68
<PAGE>

Section 12.02     Notices.

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

         If to the Company and/or any Guarantor:

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

         With a copy to:

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

         If to the Trustee:

         U.S. Bank National Association
         One Federal Street, 3rd Floor
         Boston, Massachusetts 02110
         Telecopier No.: (617) 603-6683
         Attention: Patrick Thebado

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

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

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

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



                                       69
<PAGE>

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

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

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

Section 12.04     Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 12.05     Statements Required in Certificate or Opinion.

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

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

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

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

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

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

Section 12.06     Rules by Trustee and Agents.

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



                                       70
<PAGE>

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

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will 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. 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.

Section 12.08     Governing Law.

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

Section 12.09     No Adverse Interpretation of Other Agreements.

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

Section 12.10     Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11     Severability.

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

Section 12.12     Counterpart Originals.

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

Section 12.13     Table of Contents, Headings, etc.

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


                         [Signatures on following page]



                                       71
<PAGE>
                                   SIGNATURES

Dated as of May __, 2003
                              CORRECTIONS CORPORATION OF AMERICA

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


Attest:


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


                              GUARANTORS:
                              CCA OF TENNESSEE, INC.
                              PRISON REALTY MANAGEMENT, INC.
                              CCA INTERNATIONAL, INC.
                              TECHNICAL AND BUSINESS INSTITUTES OF AMERICA, INC.
                              CCA PROPERTIES OF AMERICA, LLC
                              CCA PROPERTIES OF ARIZONA, LLC
                              CCA PROPERTIES OF TENNESSEE, LLC
                              CCA PROPERTIES OF TEXAS, L.P.
                              RONALD LEE SUTTLES TRI-COUNTY EXTRADITION, INC
                              each as a Guarantor


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


Attest:


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


                            Indenture Signature Page
<PAGE>

                                       TRANSCOR AMERICA, LLC, as a Guarantor

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


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





                                       TRUSTEE:
                                       U.S. BANK NATIONAL ASSOCIATION

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


Attest:


----------------------------------
Authorized Signatory
Date:






                            Indenture Signature Page

<PAGE>
                                                                       EXHIBIT A


                                 [Face of Note]
--------------------------------------------------------------------------------


                                                         CUSIP/CINS ____________

                           [__]% Senior Notes due 2011

No. ___                                                            $____________

                       CORRECTIONS CORPORATION OF AMERICA

promises to pay to
                   -------------------------------------------------------------

or registered assigns,

the principal sum of
                     -----------------------------------------------------------

Dollars on [______ __, 2009.]

Interest Payment Dates: [______ __ and ______ __]

Record Dates: [_________ __ and ________ __]

Dated:  _______________, 2003

                                        CORRECTIONS CORPORATION OF AMERICA

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

This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. Bank NATIONAL ASSOCIATION,
  as Trustee

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


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


                                      A-1
<PAGE>
                                 [Back of Note]
                           [__]% Senior Notes due 2011

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

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

                  (1) INTEREST. Corrections Corporation of America, a Maryland
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at __% per annum from __________, 2003 until maturity. The Company
will pay interest, semi-annually in arrears on ___ _ and ____ _ of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be __________ __,
2003. The Company will 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 will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest,
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  (2) METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest), to the Persons who are registered Holders of
Notes at the close of business on the [__________] or [__________] next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium, if any, on, all Global Notes and all other Notes the Holders of which
will have provided wire transfer instructions to the Company or the Paying
Agent. Such payment will 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, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

                  (4) INDENTURE. The Company issued the Notes under an Indenture
dated as of May __, 2003, as amended and supplemented by a Supplemental
Indenture dated as of May __, 2003 (the "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 (15 U.S. Code ss. ss. 77aaa-77bbbb). 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




                                       A-2
<PAGE>

this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling. The Notes are unsecured
obligations of the Company.

                  (5) OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to ___ __, 2007.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on ___________ of the years
indicated below:

<TABLE>
<CAPTION>
        Year                                                       Percentage
        ----                                                       ----------
<S>                                                                <C>
        2007...............................................         _______%
        2008...............................................         _______%
        2009 and thereafter................................         _______%
</TABLE>

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time on or prior to ____________ __, 2006, the Company may
on any one or more occasions redeem Notes with the net cash proceeds of one or
more Equity Offerings at a redemption price equal to _____% of the aggregate
principal amount thereof, plus accrued and unpaid interest to the redemption
date; provided that at least 65% in aggregate principal amount of the Notes
issued under the Indenture remains outstanding immediately after the occurrence
of such redemption (excluding Notes held by the Company and its Subsidiaries)
and that such redemption occurs within 90 days of the date of the closing of
such Equity Offering.

                  (6) MANDATORY REDEMPTION.

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

                  (7) REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company will be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon to the date of purchase (the "Change of Control
Payment"). Within 10 business days following any Change of Control, the Company
will mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

         (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$15.0 million, the Company will commence an offer to all Holders of Notes and,
at the Company's option, all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to
purchase the maximum principal amount of Notes (including any Additional Notes)
and other pari passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any
Additional Notes) and other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than




                                       A-3
<PAGE>

the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and other pari passu Indebtedness to be purchased on a pro rata basis.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

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

                  (9) 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 need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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

                  (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Note Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a
single class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes and
Additional Notes, if any, voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or any Guarantor's obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
conform the text of the Indenture, the Note Guarantees or the Notes to any
provision contained in the "Description of Notes" in the Company's prospectus
supplement dated May __, 2003 with respect to the Notes to the extent that such
provision in the "Description of Notes" was intended to be a verbatim recitation
of a provision of the Indenture, the Note Guarantees or the Notes, to provide
for the Issuance of Additional Notes in accordance with the limitations set
forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of principal of or premium, if any, on the Notes
when the same becomes due and payable at maturity, upon redemption




                                       A-4
<PAGE>

(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Sections 4.10, 4.15 or 5.01 of the Indenture; (iv)
failure by the Company for 60 consecutive days after notice to the Company by
the Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding voting as a single class to comply with any other agreement in the
Indenture; (v) default under certain other agreements relating to Indebtedness
of the Company which default (A) is caused by a Payment Default or (B) results
in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$25.0 million or more, provided that any default described in clause (A) or (B)
above on the MDP Notes shall not constitute an Event of Default so long as the
Company cures such default within 30 days of a final judgment by a court of
competent jurisdiction that such default on the MDP Notes exists or that any
alleged unpaid principal or interest on the MDP Notes is due and owing, which
judgment is not stayed, paid or discharged within such 30 day period; (vi)
certain final judgments for the payment of money that remain undischarged for a
period of 60 days; (vii) certain events of bankruptcy or insolvency with respect
to the Company or any of its Restricted Subsidiaries that are Significant
Subsidiaries; and (ix) except as permitted by the 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 its behalf shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee. If any 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.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
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 continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a written statement regarding compliance with
the Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a written statement specifying such
Default or Event of Default.

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

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

                  (15) AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  (16) ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT



                                      A-5
<PAGE>

TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

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

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

         Corrections Corporation of America
         10 Burton Hills Boulevard
         Nashville, Tennessee 37215
         Attention:  Irving E. Lingo, Jr.













                                      A-6
<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-7
<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 4.15 of the Indenture, check the appropriate box
below:

                     Section 4.10             Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 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-8
<PAGE>
              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
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
    ----------------        ----------------        ----------------         -------------            ---------
<S>                        <C>                   <C>                      <C>                    <C>



</TABLE>










                                      A-9
<PAGE>
                                                                       EXHIBIT B

                         [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 the Indenture and subject to the
provisions in the Indenture dated as of May __, 2003 (the "Indenture"), as
amended and supplemented by the Supplemental Indenture dated May __, 2003 among
Corrections Corporation of America, (the "Company"), the Guarantors named on the
signature pages thereto and U.S. Bank National Association, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, 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 (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that 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 10 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, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                       [GUARANTOR(S)]


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


<PAGE>
                                                                       EXHIBIT C

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[________________, 200__, among __________________] (the "Guaranteeing
Subsidiary"), a subsidiary of Corrections Corporation of America (or its
permitted successor), a Maryland corporation (the "Company"), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the indenture referred to below (the
"Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture dated as of May ___, 2003, as amended and supplemented by
the supplemental indenture dated as of May __, 2003 (the "Indenture") providing
for the issuance of the Company's [___]% Senior Notes due 2011 (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. The Guaranteeing Subsidiary hereby agrees as
follows:

                  (a) Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

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

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



                                       C-1
<PAGE>

                  (b) The 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 which
         might otherwise constitute a legal or equitable discharge or defense of
         a Guarantor.

                  (c) The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

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

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

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

                  (g) 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
         6 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 6 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.

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

                  (i) Pursuant to Section 10.02 of the Indenture, after giving
         effect to any maximum amount and all other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 10 of the Indenture, this new Note
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each 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.



                                       C-2
<PAGE>

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a) The Guaranteeing Subsidiary may not sell or otherwise
         dispose of all 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 such transaction, no
         Default or Event of Default exists; and

                  (ii) either (A) subject to Sections 10.04 and 10.05 of the
         Indenture, the Person acquiring the property in any such sale or
         disposition or the Person formed by or surviving any such consolidation
         or merger unconditionally assumes all the obligations of that
         Guarantor, pursuant to a supplemental indenture in form and substance
         reasonably satisfactory to the Trustee, under the Notes, the Indenture
         and the Note Guarantee on the terms set forth herein or therein; or (B)
         the Net Proceeds of such sale or other disposition are applied in
         accordance with the applicable provisions of the Indenture, including
         without limitation, Section 4.10 thereof.

                  (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 the Indenture to be performed by the
         Guarantor, such successor Person shall succeed to and be substituted
         for the Guarantor with the same effect as if it had been named herein
         as a Guarantor. Such successor Person thereupon may cause to be signed
         any or all of the Note Guarantees to be endorsed upon all of the Notes
         issuable under the Indenture 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 and Section 10.05
         of Article 10 of the Indenture, and notwithstanding clauses (a) and (b)
         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. RELEASES.

                  (a) In the event of any sale or other disposition of all or
         substantially all of the assets of any Guarantor, by way of merger,
         consolidation or otherwise, or a sale or other disposition of all of
         the capital stock of any Guarantor, in each case to a Person that is
         not (either before or after giving effect to such transaction) a
         Restricted Subsidiary of the Company, then such Guarantor (in the event
         of a sale or other disposition, by way of merger, consolidation or
         otherwise, of all of the capital stock of such Guarantor) or the
         corporation acquiring the property (in the event of a sale or other
         disposition of all or substantially all of the assets of such
         Guarantor) will be released and relieved of any obligations under its
         Note Guarantee; provided that the Net Proceeds of such sale or other




                                       C-3
<PAGE>

         disposition are applied in accordance with the applicable provisions of
         the Indenture, including without limitation Section 4.10 of the
         Indenture. Upon delivery by the Company to the Trustee of an Officers'
         Certificate and an Opinion of Counsel to the effect that such sale or
         other disposition was made by the Company in accordance with the
         provisions of the Indenture, including without limitation Section 4.10
         of the Indenture, the Trustee shall execute any documents reasonably
         required in order to evidence the release of any 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 on the Notes and for the other obligations of any
         Guarantor under the Indenture as provided in Article 10 of the
         Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

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

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

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







                                      C-4
<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:  _______________, 20___

                                       [GUARANTEEING SUBSIDIARY]

                                       By:  _______________________________
                                       Name:
                                       Title:

                                       CORRECTIONS CORPORATION OF AMERICA

                                       By:  _______________________________
                                       Name:
                                       Title:

                                       [EXISTING GUARANTORS]

                                       By:  _______________________________
                                       Name:
                                       Title:

                                       U.S. BANK NATIONAL ASSOCIATION
                                         as Trustee

                                       By: _______________________________

                                                 Authorized Signatory






                                      C-5