<PAGE>

                                                                     EXHIBIT 4.1



                                                                  EXECUTION COPY








                       CORRECTIONS CORPORATION OF AMERICA

                     and each of the Guarantors named herein

                          9 7/8% SENIOR NOTES DUE 2009

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

                                    INDENTURE

                             Dated as of May 3, 2002

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


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

                       STATE STREET BANK AND TRUST COMPANY

                                     Trustee

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






<PAGE>




                             CROSS-REFERENCE TABLE*

<TABLE>
          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>
                                            ARTICLE 1.
                                 DEFINITIONS AND INCORPORATION
                                          BY REFERENCE

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

                                            ARTICLE 2.
                                            THE NOTES

   Section 2.01       Form and Dating..............................................................22
   Section 2.02       Execution and Authentication.................................................23
   Section 2.03       Registrar and Paying Agent...................................................23
   Section 2.04       Paying Agent to Hold Money in Trust..........................................23
   Section 2.05       Holder Lists.................................................................24
   Section 2.06       Transfer and Exchange........................................................24
   Section 2.07       Replacement Notes............................................................35
   Section 2.08       Outstanding Notes............................................................35
   Section 2.09       Treasury Notes...............................................................36
   Section 2.10       Temporary Notes..............................................................36
   Section 2.11       Cancellation.................................................................36
   Section 2.12       Defaulted Interest...........................................................36

                                            ARTICLE 3.
                                    REDEMPTION AND PREPAYMENT

   Section 3.01       Notices to Trustee...........................................................37
   Section 3.02       Selection of Notes to Be Redeemed or Purchased...............................37
   Section 3.03       Notice of Redemption.........................................................37
   Section 3.04       Effect of Notice of Redemption...............................................38
   Section 3.05       Deposit of Redemption or Purchase Price......................................38
   Section 3.06       Notes Redeemed or Purchased in Part..........................................39
   Section 3.07       Optional Redemption..........................................................39
   Section 3.08       Mandatory Redemption.........................................................39
   Section 3.09       Offer to Purchase by Application of Excess Proceeds..........................39

                                            ARTICLE 4.
                                            COVENANTS

   Section 4.01       Payment of Notes.............................................................41
   Section 4.02       Maintenance of Office or Agency..............................................42
   Section 4.03       Reports......................................................................42
   Section 4.04       Compliance Certificate.......................................................43
   Section 4.05       Taxes........................................................................43
   Section 4.06       Stay, Extension and Usury Laws...............................................44
   Section 4.07       Restricted Payments..........................................................44
   Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries...............47
   Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock...................49
   Section 4.10       Asset Sales..................................................................51
</TABLE>


                                       i
<PAGE>
<TABLE>
<S>                   <C>                                                                          <C>
   Section 4.11       Transactions with Affiliates.................................................53
   Section 4.12       Liens........................................................................54
   Section 4.13       Business Activities..........................................................54
   Section 4.14       Corporate Existence..........................................................55
   Section 4.15       Offer to Repurchase Upon a Change of Control.................................55
   Section 4.16       Limitation on Sale and Leaseback Transactions................................56
   Section 4.17       Payments for Consent.........................................................57
   Section 4.18       Additional Note Guarantees...................................................57
   Section 4.19       Designation of Restricted and Unrestricted Subsidiaries......................57

                                            ARTICLE 5.
                                           SUCCESSORS

   Section 5.01       Merger, Consolidation, or Sale of Assets.....................................57
   Section 5.02       Successor Corporation Substituted............................................58

                                            ARTICLE 6.
                                      DEFAULTS AND REMEDIES

   Section 6.01       Events of Default............................................................59
   Section 6.02       Acceleration.................................................................60
   Section 6.03       Other Remedies...............................................................61
   Section 6.04       Waiver of Past Defaults......................................................61
   Section 6.05       Control by Majority..........................................................61
   Section 6.06       Limitation on Suits..........................................................61
   Section 6.07       Rights of Holders of Notes to Receive Payment................................62
   Section 6.08       Collection Suit by Trustee...................................................62
   Section 6.09       Trustee May File Proofs of Claim.............................................62
   Section 6.10       Priorities...................................................................63
   Section 6.11       Undertaking for Costs........................................................63

                                            ARTICLE 7.
                                             TRUSTEE

   Section 7.01       Duties of Trustee............................................................63
   Section 7.02       Rights of Trustee............................................................64
   Section 7.03       Individual Rights of Trustee.................................................65
   Section 7.04       Trustee's Disclaimer.........................................................65
   Section 7.05       Notice of Defaults...........................................................65
   Section 7.06       Reports by Trustee to Holders of the Notes...................................65
   Section 7.07       Compensation and Indemnity...................................................66
   Section 7.08       Replacement of Trustee.......................................................67
   Section 7.09       Successor Trustee by Merger, etc.............................................68
   Section 7.10       Eligibility; Disqualification................................................68
   Section 7.11       Preferential Collection of Claims Against Company............................68

                                            ARTICLE 8.
                            LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance.....................68
   Section 8.02       Legal Defeasance and Discharge...............................................68
   Section 8.03       Covenant Defeasance..........................................................69
   Section 8.04       Conditions to Legal or Covenant Defeasance...................................69
   Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other
                      Miscellaneous Provisions.....................................................70
</TABLE>

                                       ii



<PAGE>
<TABLE>
<S>                   <C>                                                                          <C>
   Section 8.06       Repayment to Company.........................................................71
   Section 8.07       Reinstatement................................................................71

                                            ARTICLE 9.
                                AMENDMENT, SUPPLEMENT AND WAIVER

   Section 9.01       Without Consent of Holders of Notes..........................................71
   Section 9.02       With Consent of Holders of Notes.............................................72
   Section 9.03       Compliance with Trust Indenture Act..........................................73
   Section 9.04       Revocation and Effect of Consents............................................74
   Section 9.05       Notation on or Exchange of Notes.............................................74
   Section 9.06       Trustee to Sign Amendments, etc..............................................74

                                            ARTICLE 10.
                                         NOTE GUARANTEES

   Section 10.01      Guarantee....................................................................74
   Section 10.02      Limitation on Guarantor Liability............................................75
   Section 10.03      Execution and Delivery of Note Guarantee.....................................75
   Section 10.04      Guarantors May Consolidate, etc., on Certain Terms...........................76
   Section 10.05      Releases Following Sale of Assets............................................77

                                            ARTICLE 11.
                                    SATISFACTION AND DISCHARGE

   Section 11.01      Satisfaction and Discharge...................................................77
   Section 11.02      Application of Trust Money...................................................78

                                            ARTICLE 12.
                                          MISCELLANEOUS

   Section 12.01      Trust Indenture Act Controls.................................................78
   Section 12.02      Notices......................................................................79
   Section 12.03      Communication by Holders of Notes with Other Holders of Notes................80
   Section 12.04      Certificate and Opinion as to Conditions Precedent...........................80
   Section 12.05      Statements Required in Certificate or Opinion................................80
   Section 12.06      Rules by Trustee and Agents..................................................80
   Section 12.07      No Personal Liability of Directors, Officers, Employees and Stockholders.....80
   Section 12.08      Governing Law................................................................81
   Section 12.09      No Adverse Interpretation of Other Agreements................................81
   Section 12.10      Successors...................................................................81
   Section 12.11      Severability.................................................................81
   Section 12.12      Counterpart Originals........................................................81
   Section 12.13      Table of Contents, Headings, etc.............................................81

                                            EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E         FORM OF NOTE GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE
</TABLE>



                                      iii
<PAGE>
        INDENTURE dated as of May 3, 2002 among Corrections Corporation of
America, a Maryland corporation (the "Company"), the Guarantors (as defined) and
State Street Bank and Trust Company, as trustee (the "Trustee"), having its
corporate trust office at 2 Avenue de Lafayette, 6th Floor, Boston,
Massachusetts 02111.

        The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 9?% Senior Notes due 2009 (the "Initial Notes") and the 9?%
Senior Notes due 2009 (the "Exchange Notes" and, together with the Initial
Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01  Definitions.

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

        "Acquired Debt" means, with respect to any specified Person:

                (1) Indebtedness of any other Person existing at the time such
        other Person is merged with or into or 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

                (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 Initial 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.

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



                                       1


<PAGE>

        "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;

                (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.



                                       2
<PAGE>

        "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.

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

        "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:

                (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;


                                       3
<PAGE>

                (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) 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.

        "Clearstream" means Clearstream Banking, S.A.

        "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



                                       4
<PAGE>

                (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.

        "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.



                                       5
<PAGE>

        "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, 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).

        "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.

        "Damages Payment Date" shall have the meaning given to such term in the
Registration Rights Agreement.

        "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.



                                       6
<PAGE>

        "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; and Washington,
D.C., 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; and Lease Agreement, dated January 1997, between the District of
Columbia and the Company.

        "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).


                                       7
<PAGE>

        "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).

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

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

        "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

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

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

        "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, 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

                (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


                                       8
<PAGE>

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 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, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
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



                                       9
<PAGE>

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 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.

        "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

        "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);

                (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





                                       10
<PAGE>

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 this Indenture, as amended or supplemented from time
to time.

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

        "Initial Notes" means the first $250.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

        "Initial Purchasers" means Lehman Brothers Inc., Deutsche Bank
Securities Inc., UBS Warburg LLC, SG Cowen Securities Corporation, SouthTrust
Securities, Inc., First Analysis Securities Corporation, BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., Jefferies & Company, Inc., McDonald
Investments Inc. and Morgan Lewis Githens & Ahn, Inc.

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

        "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (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.

        "Issue Date" means May 3, 2002.






                                       11
<PAGE>

        "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.

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

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

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

        "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




                                       12
<PAGE>


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.

        "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" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

        "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.

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





                                       13
<PAGE>

        "Permitted Business" means the business conducted by the Company and its
Restricted Subsidiaries on the date of this Indenture 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;

                (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;



                                       14
<PAGE>

                (12) Investments in existence on the date of this Indenture;

                (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).

        "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 date of this Indenture;

                (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;



                                       15
<PAGE>

                (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 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




                                       16
<PAGE>

        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.

         "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 8.0% Convertible Subordinated Notes due
February 28, 2005 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,
between the Company and PMI Mezzanine Fund, L.P.

        "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

        "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.

        "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of May 3, 2002, among the Company, the Guarantors and the other parties
named on the signature pages thereof, as such agreement may be amended, modified
or supplemented from time to time and, with respect to any Additional Notes, one
or more registration rights agreements among the Company, the Guarantors and the




                                       17
<PAGE>

other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

        "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

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

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

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

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

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

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

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

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

        "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.

        "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.

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



                                       18
<PAGE>

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

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

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

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

        "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

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





                                       19
<PAGE>

                (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.




                                       20
<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 to be qualified" means this Indenture;

        "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;



                                       21
<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 this
Indenture, the provisions of this Indenture shall govern and be controlling.

        (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.

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



                                       22
<PAGE>

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.

        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 or Liquidated Damages, 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.



                                       23
<PAGE>

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).

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) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                (1) Transfer of Beneficial Interests in the Same Global Note.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer
        restrictions set forth in the Private Placement Legend; provided,
        however, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Global Note may
        not be made to a U.S. Person or for the account or benefit of a U.S.
        Person (other than an Initial Purchaser). Beneficial interests in any
        Unrestricted Global Note may be transferred to Persons who take delivery
        thereof in the form of a beneficial interest in an Unrestricted Global





                                       24
<PAGE>

        Note. No written orders or instructions shall be required to be
        delivered to the Registrar to effect the transfers described in this
        Section 2.06(b)(1).

                (2) All Other Transfers and Exchanges of Beneficial Interests in
        Global Notes. In connection with all transfers and exchanges of
        beneficial interests that are not subject to Section 2.06(b)(1) above,
        the transferor of such beneficial interest must deliver to the Registrar
        either:

                        (A) both:

                                (i) a written order from a Participant or an
                        Indirect Participant given to the Depositary in
                        accordance with the Applicable Procedures directing the
                        Depositary to credit or cause to be credited a
                        beneficial interest in another Global Note in an amount
                        equal to the beneficial interest to be transferred or
                        exchanged; and

                                (ii) instructions given in accordance with the
                        Applicable Procedures containing information regarding
                        the Participant account to be credited with such
                        increase; or

                        (B) both:

                                (i) a written order from a Participant or an
                        Indirect Participant given to the Depositary in
                        accordance with the Applicable Procedures directing the
                        Depositary to cause to be issued a Definitive Note in an
                        amount equal to the beneficial interest to be
                        transferred or exchanged; and

                                (ii) instructions given by the Depositary to the
                        Registrar containing information regarding the Person in
                        whose name such Definitive Note shall be registered to
                        effect the transfer or exchange referred to in (1)
                        above. Upon consummation of an Exchange Offer by the
                        Company in accordance with Section 2.06(f) hereof, the
                        requirements of this Section 2.06(b)(2) shall be deemed
                        to have been satisfied upon receipt by the Registrar of
                        the instructions contained in the Letter of Transmittal
                        delivered by the Holder of such beneficial interests in
                        the Restricted Global Notes. Upon satisfaction of all of
                        the requirements for transfer or exchange of beneficial
                        interests in Global Notes contained in this Indenture
                        and the Notes or otherwise applicable under the
                        Securities Act, the Trustee shall adjust the principal
                        amount of the relevant Global Note(s) pursuant to
                        Section 2.06(h) hereof.

                (3) Transfer of Beneficial Interests to Another Restricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(2) above and the
        Registrar receives the following:

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

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



                                       25
<PAGE>

                        (C) if the transferee will take delivery in the form of
                a beneficial interest in the IAI Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications, certificates and Opinion
                of Counsel required by item (3) thereof, if applicable.

                (4) Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in an Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(2) above and:

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

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

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

                        (D) the Registrar receives the following:

                                (i) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit C hereto, including the
                        certifications in item (1)(a) thereof; or

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

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

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



                                       26
<PAGE>

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

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

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

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive


                                       27
<PAGE>

Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

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

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

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

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

                        (D) the Registrar receives the following:

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

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

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

                (3) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount
        of the applicable Global Note to be reduced accordingly pursuant to
        Section 2.06(h) hereof, and the Company will execute and the Trustee
        will authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(3)




                                       28
<PAGE>


        will be registered in such name or names and in such authorized
        denomination or denominations as the holder of such beneficial interest
        requests through instructions to the Registrar from or through the
        Depositary and the Participant or Indirect Participant. The Trustee will
        deliver such Definitive Notes to the Persons in whose names such Notes
        are so registered. Any Definitive Note issued in exchange for a
        beneficial interest pursuant to this Section 2.06(c)(3) will not bear
        the Private Placement Legend.

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

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

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

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

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

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

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

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

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

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



                                       29
<PAGE>

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

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

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

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

                        (D) the Registrar receives the following:

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

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

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

                Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes
        and increase or cause to be increased the aggregate principal amount of
        the Unrestricted Global Note.

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

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note






                                       30
<PAGE>

        has not yet been issued, the Company will issue and, upon receipt of an
        Authentication Order in accordance with Section 2.02 hereof, the Trustee
        will authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

                        (B) if the transfer will be made pursuant to Rule 903 or
                Rule 904, then the transferor must deliver a certificate in the
                form of Exhibit B hereto, including the certifications in item
                (2) thereof; and

                        (C) if the transfer will be made pursuant to any other
                exemption from the registration requirements of the Securities
                Act, then the transferor must deliver a certificate in the form
                of Exhibit B hereto, including the certifications, certificates
                and Opinion of Counsel required by item (3) thereof, if
                applicable.

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

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

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

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

                        (D) the Registrar receives the following:



                                       31
<PAGE>

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

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

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

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

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                (1) one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of the beneficial
        interests in the Restricted Global Notes tendered into the Exchange
        Offer by Persons that certify in the applicable Letters of Transmittal
        that (A) they are not Broker-Dealers, (B) they are not participating in
        a distribution of the Exchange Notes and (z) they are not affiliates (as
        defined in Rule 144) of the Company; and

                (2) Unrestricted Definitive Notes in an aggregate principal
        amount equal to the principal amount of the Restricted Definitive Notes
        accepted for exchange in the Exchange Offer.

        Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

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

                (1) Private Placement Legend.

                        (A) Except as permitted by subparagraph (B) below, each
                Global Note and each Definitive Note (and all Notes issued in
                exchange therefor or substitution thereof) shall bear the legend
                in substantially the following form:




                                       32
<PAGE>

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES."

                        (B) Notwithstanding the foregoing, any Global Note or
                Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
                (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section
                2.06 (and all Notes issued in exchange therefor or substitution
                thereof) will not bear the Private Placement Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (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 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."



                                       33
<PAGE>

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note 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.

        (i) 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

                        (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




                                       34
<PAGE>

        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.

        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.



                                       35
<PAGE>

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.



                                       36
<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.






                                       37
<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 and Liquidated Damages, if any, 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 and Liquidated Damages, if any, 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



                                       38
<PAGE>


for redemption or purchase is not so paid upon surrender for redemption or
purchase because of the 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 May 1, 2005, 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 9 7/8% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

                (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 May 1, 2006.

        (c) Beginning May 1, 2006 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 and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

<TABLE>
<CAPTION>
        Year                                                         Percentage
        ----                                                         ----------
<S>                                                                  <C>
        2006....................................................      104.938%
        2007....................................................      102.469%
        2008 and thereafter.....................................      100.000%
</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.



                                       39
<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, and
Liquidated Damages, if any, 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


                                       40
<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 and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, 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. The
Company will pay all Liquidated Damages, if any, in the same manner on the dates
and in the amounts set forth in the Registration Rights Agreement. 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 and
Liquidated Damages (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.



                                       41
<PAGE>

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 State
Street Bank and Trust Company, N.A., located at 61 Broadway, 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, following the consummation of the Exchange Offer contemplated by
the Registration Rights Agreement, 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.



                                       42
<PAGE>

        (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 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, if any,
on the Notes is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect
thereto.

        (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(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




                                       43
<PAGE>

appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

Section 4.06  Stay, Extension and Usury Laws.

        The Company and each of the Guarantors 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

                (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



                                       44
<PAGE>

                (3) such Restricted Payment, together with the aggregate amount
        of all other Restricted Payments made by the Company and its Restricted
        Subsidiaries after the date of this Indenture (excluding 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 the date of this Indenture to the end
                of the Company's most recently ended fiscal quarter for which
                internal financial statements are available at the time of such
                Restricted Payment (or, if such Consolidated Net Income for such
                period is a deficit, less 100% of such deficit), plus

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

                        (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 the date of this
                Indenture 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 the
                date of this Indenture, 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;



                                       45
<PAGE>

                (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;

                (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 date of this Indenture;



                                       46
<PAGE>

                (10) 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;

                (11) 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

                (12) 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)-(12) 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 date of this Indenture and any
        amendments, modifications, restatements, renewals, increases,
        supplements, refundings, replacements or refinancings of those
        agreements, provided that the





                                       47
<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 date of this Indenture;

                (2) this Indenture, the Notes, the Exchange 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.



                                       48
<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 date of this Indenture and the Exchange Notes and the
        related Note Guarantees to be issued pursuant to the Registration Rights
        Agreement;

                (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






                                       49
<PAGE>

        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) 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




                                       50
<PAGE>

        Indebtedness incurred by any Person acquiring all or any portion of such
        business, assets or Equity Interests for the purpose of financing such
        acquisition;

                (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 (11) 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:



                                       51
<PAGE>

                        (a) any liabilities, as shown on the Company's or such
                Restricted Subsidiary's most recent balance sheet, of the
                Company or any Restricted Subsidiary (other than contingent
                liabilities and liabilities that are by their terms 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



                                       52
<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 and Liquidated Damages, if any, 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





                                       53
<PAGE>

                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

                        (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.



                                       54
<PAGE>

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:

                (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 and Liquidated Damages on the Notes repurchased, if
any, 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



                                       55
<PAGE>

                (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.

        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:



                                       56
<PAGE>

                (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;

                (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 E
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



                                       57
<PAGE>

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:

                (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, this Indenture and the Registration Rights Agreement
        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.



                                       58
<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, or Liquidated Damages with respect to, 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 date of
        this Indenture, 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:



                                       59
<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




                                       60
<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 and Liquidated
Damages, 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 and Liquidated Damages, 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;



                                       61
<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 and Liquidated
Damages, 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 and Liquidated Damages, 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.



                                       62
<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 and Liquidated Damages, 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 and
        Liquidated Damages, 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.




                                       63
<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.



                                       64
<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 or
Liquidated Damages, 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



                                       65
<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.



                                       66
<PAGE>




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

Section 7.08  Replacement of Trustee.

        (a) A resignation or removal of the Trustee and appointment of a
successor Trustee 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.

                                       67
<PAGE>

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.

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 and
        Liquidated Damages, if any, on such Notes when such payments are due
        from the trust referred to in Section 8.04 hereof;



                                       68
<PAGE>

                (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

                (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
        and Liquidated Damages, 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:



                                       69
<PAGE>

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

                        (B) since the date of this Indenture, there has been a
                change in the applicable federal income tax law,

                in either case to the effect that, and based thereon such
                Opinion of Counsel shall confirm that, the Holders of the
                outstanding Notes will not recognize income, gain or loss for
                federal income tax purposes as a result of such Legal Defeasance
                and will be subject to federal income tax on the same amounts,
                in the same manner and at the same times as would have been the
                case if such Legal Defeasance had not occurred;

                (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 and Liquidated Damages, 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




                                       70
<PAGE>

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 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 or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) 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 or
Liquidated Damages, 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;



                                       71
<PAGE>

                (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;

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

                (7) 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 or Liquidated Damages, 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




                                       72
<PAGE>

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.

        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 or Liquidated Damages, 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 or Liquidated Damages,
        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.



                                       73
<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 and Liquidated Damages, 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.



                                       74
<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 E hereto will be endorsed



                                       75
<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.



                                       76
<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
                and Liquidated Damages, if any, and accrued interest to the date
                of maturity or redemption;



                                       77
<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 (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

        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.



                                       78
<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:

        Stokes Bartholomew, Evans & Petree, P.A.
        424 Church Street, Suite 2800
        Nashville, Tennessee 37219
        Telecopier No.: (615) 259-1425
        Attention: Elizabeth E. Moore

        If to the Trustee:
        State Street Bank and Trust Company
        2 Avenue de Lafayette, 6th Floor
        Boston, Massachusetts 02111
        Telecopier No.: (617) 662-1458
        Attention: Dori Anne Seakas

        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.

        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.



                                       79
<PAGE>

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.

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





                                       80
<PAGE>

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]




                                       81
<PAGE>


                                   SIGNATURES

Dated as of May 3, 2002
                              CORRECTIONS CORPORATION OF AMERICA

                              By:   /s/ John D. Ferguson
                                    --------------------------------------------
                                    Name:  John D. Ferguson
                                    Title: Chief Executive Officer and President


Attest:

/s/ G.A. Puryear IV
----------------------
Name:  G.A. Puryear IV
Title: Secretary

                              GUARANTORS:
                              CCA OF TENNESSEE, INC.
                              PRISON REALTY MANAGEMENT, INC.
                              CCA INTERNATIONAL, INC.
                              TECHNICAL AND BUSINESS INSTITUTES OF AMERICA, INC.
                                 each as a Guarantor


                              By:   /s/ Todd Mullenger
                                    --------------------------------------------
                                    Name:  Todd Mullenger
                                    Title: Vice President, Treasurer
Attest:

/s/ Irving E. Lingo, Jr.
---------------------------
Name:  Irving E. Lingo, Jr.
Title: Secretary


                              TRANSCOR AMERICA, LLC, Guarantor

                              By:   /s/ Todd Mullenger
                                    --------------------------------------------
                                    Name:  Todd Mullenger
                                    Title: Vice President, Treasurer
Attest:

/s/ Alan Fox
-----------------------
Name:  Alan Fox
Title: Secretary



                                       82
<PAGE>





                                       TRUSTEE:
                                       STATE STREET BANK AND TRUST COMPANY

                                       By:   /s/ Alison D.B. Nadeau
                                             -----------------------------------
                                             Name: Alison D.B. Nadeau
                                             Title: Vice President


Attest:

/s/ Dori Anne Seakas
-------------------------------
Authorized Signatory
Date: May 3, 2002










                                       83
<PAGE>

                                                                       EXHIBIT A



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


                                                         CUSIP/CINS ____________

                            9 7/8% Senior Notes due 2009

No. ___                                                            $____________

                       CORRECTIONS CORPORATION OF AMERICA

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

or registered assigns,

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

Dollars on May 1, 2009.

Interest Payment Dates: May 1 and  November 1

Record Dates: April 15 and October 15

Dated:  _______________, 2002

                                           CORRECTIONS CORPORATION OF AMERICA


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

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


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

STATE STREET BANK AND TRUST COMPANY,
  as Trustee


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


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



<PAGE>



                                 [Back of Note]

                          9 7/8% Senior Notes due 2009

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

[Insert the Private Placement 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 9 7/8% per annum from May 3, 2002 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, 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 November 1,
2002. 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 and
Liquidated Damages, if any, (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) and Liquidated Damages, if any, to the Persons
who are registered Holders of Notes at the close of business on the April 15 or
October 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which 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, State Street Bank and
Trust Company, 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 3, 2002 (the "Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes




                                       A-2
<PAGE>

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 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 May 1, 2006.
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 and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on May 1 of the years indicated below:

<TABLE>
<CAPTION>
        Year                                                          Percentage
        ----                                                          ----------
<S>                                                                   <C>
        2006.....................................................      104.938%
        2007.....................................................      102.469%
        2008 and thereafter......................................      100.000%
</TABLE>

        (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time on or prior to May 1, 2005, the Company may on any one or more
occassions redeem Notes with the net cash proceeds of one or more Equity
Offerings of its common stock at a redemption price equal to 109.875% of the
aggregate principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, 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 and Liquidated Damages thereon, if any, 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


                                      A-3
<PAGE>

Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, 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 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
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, or Liquidated
Damages with respect to, the Notes; (ii) default in




                                      A-4
<PAGE>

payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable at maturity, upon redemption (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 certain other agreements in the Indenture, the
Notes; (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.


                                      A-5
<PAGE>

                (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 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) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of May 3, 2002, among the Company, the Guarantors and the
other parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any,
among the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the "Registration Rights Agreement").

                (18) 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 CERTIFICATE OF TRANSFER

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

         Re:  9 7/8% Senior Notes due 2009

        Reference is hereby made to the Indenture, dated as of May 3, 2002 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and State Street
Bank and Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

        ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

        1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

        2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other


                                      B-1
<PAGE>

than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

        3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                (a) [ ] such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

                (b) [ ] such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

                (c) [ ] such Transfer is being effected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act;

                                       or

                (d) [ ] such Transfer is being effected to an Institutional
        Accredited Investor and pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 144A, Rule 144 or
        Rule 904, and the Transferor hereby further certifies that it has not
        engaged in any general solicitation within the meaning of Regulation D
        under the Securities Act and the Transfer complies with the transfer
        restrictions applicable to beneficial interests in a Restricted Global
        Note or Restricted Definitive Notes and the requirements of the
        exemption claimed, which certification is supported by (1) a certificate
        executed by the Transferee in the form of Exhibit D to the Indenture and
        (2) an Opinion of Counsel provided by the Transferor or the Transferee
        (a copy of which the Transferor has attached to this certification), to
        the effect that such Transfer is in compliance with the Securities Act.
        Upon consummation of the proposed transfer in accordance with the terms
        of the Indenture, the transferred beneficial interest or Definitive Note
        will be subject to the restrictions on transfer enumerated in the
        Private Placement Legend printed on the IAI Global Note and/or the
        Definitive Notes and in the Indenture and the Securities Act.

        4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

        (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or


                                      B-2
<PAGE>

Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

        (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

        (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


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



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

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








                                      B-3
<PAGE>





                       ANNEX A TO CERTIFICATE OF TRANSFER

     1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                    (a) [ ] a beneficial interest in the:

                        (i)   [ ] 144A Global Note (CUSIP _________), or

                        (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                        (iii) [ ] IAI Global Note (CUSIP _________); or

                    (b) [ ] a Restricted Definitive Note.

     2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                    (a) [ ] a beneficial interest in the:

                        (i)   [ ] 144A Global Note (CUSIP _________), or

                        (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                        (iii) [ ] IAI Global Note (CUSIP _________); or

                        (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

                    (b) [ ] a Restricted Definitive Note; or

                    (c) [ ] an Unrestricted Definitive Note,

     in accordance with the terms of the Indenture.





                                      B-4
<PAGE>

                                                                       EXHIBIT C



                         FORM OF CERTIFICATE OF EXCHANGE

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

         Re:  9 7/8% Senior Notes due 2009

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of May 3, 2009 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and State Street
Bank and Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in


                                      C-1
<PAGE>

compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

        (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


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

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

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





                                      C-2
<PAGE>


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

State Street Bank and Trust Company
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

         Re: 9 7/8% Senior Notes due 2009

         Reference is hereby made to the Indenture, dated as of May 3, 2002 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the guarantors named on the signature pages thereto and State Street
Bank and Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.



                                      D-1
<PAGE>


        3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

        4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

        5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

        You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


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


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

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





                                      D-2
<PAGE>


                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

        For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of May 3, 2002 (the "Indenture") among
Corrections Corporation of America, (the "Company"), the Guarantors named on the
signature pages thereto and State Street Bank and Trust Company, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium and
Liquidated Damages, 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.

                              CCA OF TENNESSEE, INC.
                              PRISON REALTY MANAGEMENT, INC.
                              CCA INTERNATIONAL, INC.
                              TECHNICAL AND BUSINESS INSTITUTES OF AMERICA, INC.
                              TRANSCOR AMERICA, LLC


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











                                      E-1
<PAGE>


                                                                       EXHIBIT F

                         [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 State
Street Bank and Trust Company, 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 (the "Indenture"), dated as of ___________, 2002 providing
for the issuance of ___% Senior Notes due 2009 (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 and Liquidated Damages, 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.


                                      F-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.


                                      F-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



                                      F-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.








                                      F-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:

                                            STATE STREET BANK AND TRUST COMPANY
                                              as Trustee

                                            By:  _______________________________
                                                         Authorized Signatory










                                      F-5