<PAGE>   1
                                                                  EXECUTION COPY
================================================================================







                             PRIME HOSPITALITY CORP.




                                  $120,000,000
                   (subject to increase to up to $200,000,000)


                      9 1/4% First Mortgage Notes due 2006

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



                                    INDENTURE

                          Dated as of January 23, 1996

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







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

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

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

                                     Trustee







================================================================================
<PAGE>   2
                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                  Indenture Section
<S>                                                            <C> 
310(a)(1)....................................................         7.10
   (a)(2)....................................................         7.10
   (a)(3)....................................................         N.A.
   (a)(4)....................................................         N.A.
   (a)(5)....................................................         7.10
   (b).......................................................    7.08;7.10
   (c).......................................................         N.A.
311(a).......................................................         7.11
   (b).......................................................         7.11
   (c).......................................................         N.A.
                                                               
312(a).......................................................         2.06
   (b).......................................................        12.03
   (c).......................................................        12.03
313(a).......................................................         7.06
   (b).......................................................         7.06
   (c).......................................................   7.06;12.02
   (d).......................................................         7.06
                                                               
314(a).......................................................   4.03;12.02
   (a)(4)....................................................   4.03;12.05
   (b).......................................................        10.02
   (c)(1)....................................................        12.04
   (c)(2)....................................................        12.04
   (c)(3)....................................................         N.A.
   (d).......................................................        10.04
   (e).......................................................        12.05
   (f).......................................................         N.A.
                                                               
315(a).......................................................      7.01(2)
   (b).......................................................   7.05;12.02
   (c).......................................................         7.01
   (d).......................................................      7.01(3)
   (e).......................................................    6.11;7.08
                                                               
316(a)(last sentence)........................................    2.09;2.10
   (a)(1)(A).................................................         6.05
   (a)(1)(B).................................................         6.04
   (a)(2)....................................................         N.A.
   (b).......................................................         6.07
   (c).......................................................    9.04;2.14
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>   3
                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                      Page
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<S>             <C>                                                                                   <C>
                                                 ARTICLE 1
                                       DEFINITIONS AND INCORPORATION
                                               BY REFERENCE

Section 1.01    Definitions.........................................................................    1
Section 1.02.   Other Definitions...................................................................   14
Section 1.03.   Incorporation by Reference of Trust Indenture Act...................................   15
Section 1.04.   Rules of Construction...............................................................   15
                                                                                                      
                                                 ARTICLE 2
                                                 THE NOTES
                                                                                                      
Section 2.01.   Form and Dating.....................................................................   16
Section 2.02.   Additional Notes....................................................................   16
Section 2.03.   Execution and Authentication........................................................   16
Section 2.04.   Registrar and Paying Agent..........................................................   17
Section 2.05.   Paying Agent to Hold Money in Trust.................................................   17
Section 2.06.   Holders Lists.......................................................................   18
Section 2.07.   Transfer and Exchange...............................................................   18
Section 2.08.   Replacement Notes...................................................................   18
Section 2.09.   Outstanding Notes...................................................................   19
Section 2.10.   Treasury Notes......................................................................   19
Section 2.11.   Temporary Notes.....................................................................   19
Section 2.12.   Cancellation........................................................................   19
Section 2.13.   Defaulted Interest..................................................................   20
Section 2.14.   Record Date.........................................................................   20
Section 2.15.   CUSIP Number........................................................................   20
                                                                                                      
                                                 ARTICLE 3
                                    REDEMPTIONS AND OFFERS TO PURCHASE
                                                                                                      
Section 3.01.   Notices to Trustee..................................................................   20
Section 3.02.   Selection of Notes to Be Redeemed or Purchased......................................   21
Section 3.03.   Notice of Redemption................................................................   21
Section 3.04.   Effect of Notice of Redemption......................................................   22
Section 3.05.   Deposit of Redemption Price.........................................................   22
Section 3.06.   Notes Redeemed in Part..............................................................   23
Section 3.07.   Optional Redemption.................................................................   23
Section 3.08.   Mandatory Redemption................................................................   23
Section 3.09.   Offer to Purchase by Application of Excess Collateral Proceeds or Excess Proceeds...   23
</TABLE>




                                        i
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                      Page
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<S>             <C>                                                                                   <C>
                                                 ARTICLE 4
                                                 COVENANTS
                                                                                                      
Section 4.01.   Payment of Notes....................................................................   25
Section 4.02.   Maintenance of Office or Agency.....................................................   25
Section 4.03.   SEC Reports.........................................................................   26
Section 4.04.   Compliance Certificate..............................................................   26
Section 4.05.   Taxes...............................................................................   27
Section 4.06.   Stay, Extension and Usury Laws......................................................   27
Section 4.07.   Limitation on Restricted Payments...................................................   27
Section 4.08.   Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries........   30
Section 4.09.   Limitation on Additional Indebtedness and Issuance of Disqualified Stock............   30
Section 4.10.   Limitation on Sale of Assets........................................................   32
Section 4.11.   Limitation on Transactions With Affiliates..........................................   34
Section 4.12.   Limitation on Liens.................................................................   35
Section 4.13.   Corporate Existence.................................................................   35
Section 4.14.   Change of Control...................................................................   36
Section 4.15.   Subsidiary Guarantees...............................................................   37
Section 4.16.   Line of Business....................................................................   37
Section 4.17.   Payments for Consent................................................................   37
Section 4.18.   Maintenance of Insurance............................................................   37
Section 4.19.   Collateral Documents................................................................   38
Section 4.20.   Further Assurances..................................................................   38
Section 4.21.   Liquidation.........................................................................   39
Section 4.22.   Maintenance of Collateral...........................................................   39
Section 4.23.   Convertible Note Indenture..........................................................   39
                                                                                                      
                                                                                                      
                                                 ARTICLE 5
                                                SUCCESSORS
                                                                                                      
Section 5.01.   When the Company May Merge, etc.....................................................   40
Section 5.02.   Successor Substituted...............................................................   40
                                                                                                      
                                                 ARTICLE 6
                                           DEFAULTS AND REMEDIES
                                                                                                      
Section 6.01.   Events of Default...................................................................   41
Section 6.02.   Acceleration........................................................................   43
Section 6.03.   Other Remedies......................................................................   43
Section 6.04.   Waiver of Past Defaults.............................................................   44
Section 6.05.   Control by Majority.................................................................   44
Section 6.06.   Limitation on Suits.................................................................   44
Section 6.07.   Rights of Holders to Receive Payment................................................   44
Section 6.08.   Collection Suit by Trustee..........................................................   45
Section 6.09.   Trustee May File Proofs of Claim....................................................   45
Section 6.10.   Priorities..........................................................................   45
Section 6.11.   Undertaking for Costs...............................................................   46
</TABLE>



                                       ii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                      Page
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<S>             <C>                                                                                   <C>
                                                 ARTICLE 7
                                                  TRUSTEE
                                                                                                      
Section 7.01.   Duties of Trustee...................................................................   46
Section 7.02.   Rights of Trustee...................................................................   47
Section 7.03.   Individual Rights of Trustee........................................................   47
Section 7.04.   Trustee's Disclaimer................................................................   48
Section 7.05.   Notice of Defaults..................................................................   48
Section 7.06.   Reports by Trustee to Holders.......................................................   48
Section 7.07.   Compensation and Indemnity..........................................................   48
Section 7.08.   Replacement of Trustee..............................................................   49
Section 7.09.   Successor Trustee by Merger, etc....................................................   50
Section 7.10.   Eligibility; Disqualification.......................................................   50
Section 7.11.   Preferential Collection of Claims Against Company...................................   50
                                                                                                      
                                                 ARTICLE 8
                                          DISCHARGE OF INDENTURE
                                                                                                      
Section 8.01.   Defeasance and Discharge of this Indenture and the Notes............................   50
Section 8.02.   Legal Defeasance and Discharge......................................................   51
Section 8.03.   Covenant Defeasance.................................................................   51
Section 8.04.   Conditions to Legal or Covenant Defeasance..........................................   52
Section 8.05.   Deposited Money and Government Securities to be Held in Trust; Other                  
                Miscellaneous Provisions............................................................   53
Section 8.06.   Repayment to the Company............................................................   54
Section 8.07.   Reinstatement.......................................................................   54
                                                                                                      
                                                 ARTICLE 9
                                                AMENDMENTS
                                                                                                      
Section 9.01.   Without Consent of Holders..........................................................   54
Section 9.02.   With Consent of Holders.............................................................   55
Section 9.03.   Compliance with Trust Indenture Act.................................................   56
Section 9.04.   Revocation and Effect of Consents...................................................   56
Section 9.05.   Notation on or Exchange of Notes....................................................   56
Section 9.06.   Trustee to Sign Amendments, etc.....................................................   56
                                                                                                      
                                                ARTICLE 10
                                          COLLATERAL AND SECURITY
                                                                                                      
Section 10.01.  Collateral and Security.............................................................   58
Section 10.02.  Recording, Title Insurance, Etc. ...................................................   58
Section 10.03.  Protection of the Trust Estate......................................................   59
Section 10.04.  Release of Lien.....................................................................   59
Section 10.05.  Collateral Agent....................................................................   60
Section 10.06.  Authorization of Actions to Be Taken by the Trustee Under the Collateral              
                Documents. .........................................................................   60
Section 10.07.  Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.....   60
</TABLE>



                                       iii
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                      Page
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<S>             <C>                                                                                   <C>
                                                ARTICLE 11
                                           SUBSIDIARY GUARANTEES
                                                                                                      
Section 11.01.  Subsidiary Guarantees...............................................................   61
Section 11.02.  When a Guarantor May Merge, Etc.....................................................   62
Section 11.03.  Limitation of Guarantor's Liability.................................................   62
Section 11.04.  Release of a Guarantor..............................................................   63
                                                                                                      
                                                ARTICLE 12
                                               MISCELLANEOUS
                                                                                                      
Section 12.01.  Trust Indenture Act Controls........................................................   63
Section 12.02.  Notices.............................................................................   63
Section 12.03.  Communication by Holders with Other Holders.........................................   65
Section 12.04.  Certificate and Opinion as to Conditions Precedent..................................   65
Section 12.05.  Statements Required in Certificate or Opinion.......................................   65
Section 12.06.  Rules by Trustee and Agents.........................................................   65
Section 12.07.  Legal Holidays......................................................................   65
Section 12.08.  Recourse Against Others.............................................................   66
Section 12.09.  Duplicate Originals.................................................................   66
Section 12.10.  Governing Law.......................................................................   66
Section 12.11.  No Adverse Interpretation of Other Agreements.......................................   66
Section 12.12.  Successors..........................................................................   66
Section 12.13.  Severability........................................................................   66
Section 12.14.  Counterpart Originals...............................................................   66
Section 12.15.  Table of Contents, Headings, etc....................................................   67 
                                                                                                      
SIGNATURES..........................................................................................   68  
                                                                                                    

                                                 EXHIBITS

Exhibit A       Form of First Mortgage Note
Exhibit B       Form of Supplemental Indenture
Exhibit C       Form of Deed of Trust
</TABLE>




                                       iv
<PAGE>   7
n







           INDENTURE dated as of January 23, 1996 between Prime Hospitality
Corp., a Delaware corporation (the "Company"), and Norwest Bank Minnesota,
National Association, a national banking association, as trustee (the
"Trustee").

           Each of the Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 9 1/4%
First Mortgage Notes due 2006 of the Company (the "Notes").


                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01    DEFINITIONS.

           "Acquired Debt" means, with respect to any specified Person: (i)
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person
and (ii) Indebtedness encumbering any asset acquired by such specified Person.

           "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"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

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

           "Asset Sale" means (i) the sale, lease (other than operating leases
in respect of facilities which are ancillary to the operation of the Company's
or a Restricted Subsidiary's hotel properties), conveyance or other disposition
of any property or assets of the Company or any Restricted Subsidiary (including
by way of a sale and leaseback transaction and including a disposition by the
Company or a Restricted Subsidiary of Equity Interests in an Unrestricted
Subsidiary), (ii) the issuance or sale of Equity Interests of any of the
Company's Restricted Subsidiaries or (iii) any Event of Loss, other than, with
respect to clauses (i), (ii) and (iii) above, the following: (1) the sale or
disposition of personal property held for sale in the ordinary course of
business, (2) the sale or disposal of damaged, worn out or other obsolete
<PAGE>   8
property in the ordinary course of business so long as such property is no
longer necessary for the proper conduct of the business of the Company or such
Restricted Subsidiary, as applicable, (3) the transfer of assets by the Company
to a Restricted Subsidiary of the Company or by a Restricted Subsidiary of the
Company to the Company or to another Restricted Subsidiary of the Company, (4)
the exchange of assets (other than assets which constitute Collateral) held by
the Company or a Restricted Subsidiary of the Company for one or more hotels
and/or one or more Hospitality-Related Businesses of any Person or entity owning
one or more hotels and/or one or more Hospitality-Related Businesses; provided,
that the Board of Directors of the Company has determined that the terms of any
exchange are fair and reasonable and that the fair market value of the assets
received by the Company, as set forth in an opinion of a Qualified Appraiser,
are equal to or greater than the fair market value of the assets exchanged by
the Company or a Restricted Subsidiary of the Company, (5) any Restricted
Payment, dividend or purchase or retirement of Equity Interests permitted under
Section 4.07 hereof, (6) the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company in compliance with Section
4.14 and Article V hereof, (7) the conversion of or foreclosure on any mortgage
or note, provided that the Company or a Restricted Subsidiary receives the real
property underlying any such mortgage or note, or (8) any transaction or series
of related transactions that would otherwise be an Asset Sale where the fair
market value of the assets sold, leased, conveyed or otherwise disposed of was
less than $5.0 million or, in the case of Collateral, less than $1.5 million, or
an Event of Loss or related series of Events of Loss pursuant to which the
aggregate value of property or assets involved in such Event of Loss or Events
of Loss is less than $5.0 million or, in the case of Collateral, less than $1.5
million.

           "Board of Directors" means the Board of Directors of the Company or
any authorized committee of the Board of Directors.

           "Business Day" means any day that is not a Saturday, Sunday or a day
on which banking institutions in New York, New York or the city in which the
Corporate Trust Office is located are authorized or obliged by law or executive
order to close.

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

           "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and 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, such partnership.

           "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof having maturities of not more than six months from the
date of acquisition, (ii) certificates of deposit and eurodollar time deposits
with maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months from the date of
acquisition and overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500 million, (iii)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (i) and (ii) entered into with any
financial institution meeting the qualifications specified in clause (ii) above,
(iv) commercial paper or commercial paper Master Notes having a rating of P-2 or
the equivalent thereof by Moody's Investors Service, Inc. or A-2 or the
equivalent thereof by Standard & Poor's Corporation and in each case maturing
within six months after the date of acquisition, (v) money market mutual funds
that provide daily purchase and redemption features and (vi) corporate debt with
<PAGE>   9
maturities of not greater than six months and with a rating of A or the
equivalent thereof by Standard & Poor's Corporation and a rating of A2 or the
equivalent thereof by Moody's Investors Service, Inc.

           "Change of Control" means the occurrence of any of the following: (i)
the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the Company's assets to any person or group (as such
term is used in Section 13 (d) (3) of the Exchange Act) other than to a Wholly
Owned Restricted Subsidiary that is a Guarantor, (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company, (iii) the acquisition
by any person or group (as such term is used in Section 13 (d) (3) of the
Exchange Act) of a direct or indirect interest in more than 50% of the ownership
of the Company or the voting power of the voting stock of the Company by way of
purchase, merger or consolidation or otherwise (other than a creation of a
holding company that does not involve a change in the beneficial ownership of
the Company as a result of such transaction), (iv) the merger or consolidation
of the Company with or into another corporation or the merger of another
corporation into the Company with the effect that immediately after such
transaction the stockholders of the Company immediately prior to such
transaction hold less than 50% of the total voting power of all securities
generally entitled to vote in the election of directors, managers, or trustees
of the Person surviving such merger or consolidation or (v) the first day on
which a majority of the members of the Board of Directors of the Company are not
Continuing Directors.

           "Collateral" means (i) first mortgage Liens on the following 15 hotel
properties owned by the Company: AmeriSuites, Atlanta Duluth, Georgia;
AmeriSuites, Brentwood, Tennessee; AmeriSuites, Cincinnati Blue Ash, Ohio;
AmeriSuites, Cincinnati Forest Park, Ohio; AmeriSuites, Columbus, Ohio; Ramada,
Danbury, Connecticut; AmeriSuites, Flagstaff, Arizona; Crowne Plaza, Las Vegas,
Nevada; AmeriSuites, Little Rock, Arkansas; Ramada, Meriden, Connecticut;
AmeriSuites, Nashville Opryland, Tennessee; AmeriSuites, Overland Park, Kansas;
AmeriSuites, Richmond, Virginia; St. Tropez Hotel, Las Vegas, Nevada; and
AmeriSuites, Tampa, Florida and any and all related real property thereto; (ii)
property consisting of furniture, furnishings, fixtures and equipment and
machinery forming a part thereof or used in connection therewith; (iii)
trademarks, to the extent assignable (other than the Company's proprietary
tradenames including, without limitation, "AmeriSuites" and "Wellesley Inns") as
provided in the Collateral Documents; (iv) assignments of rents, contracts and
franchise rights, to the extent assignable, all as provided in the Collateral
Documents; (v) after-acquired personal property and improvements relating to the
properties listed in clause (i); (vi) Substitute Collateral, if any; (vii)
Qualified Collateral, if any; and (viii) proceeds of the foregoing.

           "Collateral Agent" means Norwest Bank Minnesota, National
Association, a national banking association, as collateral agent under any of
the Collateral Documents and any successor thereto, or any other person
appointed by the Trustee as a collateral agent hereunder.

           "Collateral Documents" means, collectively, the Deed of Trust
agreements, and any other instruments, financing statements and other documents
that evidence, set forth or limit the Lien in favor of the Trustee or a
collateral agent, appointed by the Trustee, in the Collateral, including any
environmental indemnity agreement entered into with respect to the Collateral.

           "Company" means Prime Hospitality Corp., a Delaware corporation,
until a successor replaces it in accordance with the applicable provisions of
this Indenture, and thereafter, means such successor.

           "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus: (a) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale, to the extent such losses were deducted in computing



                                        3
<PAGE>   10
Consolidated Net Income, plus (b) provision for taxes based on income or profits
of such Person for such period, to the extent such provision for taxes was
included in computing Consolidated Net Income, plus (c) Consolidated Interest
Expense of such Person for such period to the extent such expense was deducted
in computing Consolidated Net Income, plus (d) Consolidated Depreciation and
Amortization Expense of such Person for such period, to the extent deducted in
computing Consolidated Net Income in each case, on a consolidated basis for such
Person and its Restricted Subsidiaries and determined in accordance with GAAP,
less (e) other income as reflected on such Person's consolidated financial
statements, as prepared in accordance with GAAP, to the extent such other income
was included in computing Consolidated Net Income. Notwithstanding the
foregoing, the provision for taxes on the income or profits of, the depreciation
and amortization of and the interest expense of, a Restricted Subsidiary of the
referent Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person and only if a corresponding amount would
be permitted at the date of determination to be dividended to such Person by
such Restricted Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders. Any calculation of the Consolidated Cash Flow of
an individual hotel property shall be calculated in a manner consistent with the
foregoing.

           "Consolidated Depreciation and Amortization Expense" means, with
respect to any Person for any period, the total amount of depreciation and
amortization expense (including amortization of goodwill and other intangibles
but excluding amortization of prepaid cash expenses that were paid in a prior
period) and the total amount of non-cash charges (other than non-cash charges
that represent an accrual or reserve for cash charges in future periods or which
involved a cash expenditure in a prior period) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis as determined in accordance
with GAAP.

           "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of (a) interest expense, whether paid
or accrued, to the extent such expense was deducted in computing Consolidated
Net Income (including amortization of original issue discount, non-cash interest
payments, the interest component of Capital Lease Obligations, and net payments
(if any) pursuant to Hedging Obligations, but excluding amortization of deferred
financing fees), (b) commissions, discounts and other fees and charges paid or
accrued with respect to letters of credit and bankers' acceptance financing and
(c) interest for which such Person or its Restricted Subsidiaries is liable,
whether or not actually paid, pursuant to Indebtedness or under a Guarantee of
Indebtedness of any other Person; in each case, calculated for such Person and
its Restricted Subsidiaries for such period on a consolidated basis as
determined in accordance with GAAP.

           "Consolidated Net Income" means, with respect to any 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 the following shall be excluded: (i) the Net Income of
any Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be excluded, whether or not distributed to the
Company or one of its Restricted Subsidiaries, (ii) the Net Income of any Person
that is a Restricted Subsidiary and that is restricted from declaring or paying
dividends or other distributions, directly or indirectly, by operation of the
terms of its charter, any applicable agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation or otherwise shall be included
only to the extent of the amount of dividends or distributions paid to the
referent Person or a Wholly Owned Restricted Subsidiary, (iii) the Net Income of
any Person



                                        4
<PAGE>   11
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded and (iv) the cumulative effect of change
in accounting principles shall be excluded.

           "Consolidated Net Worth" means, with respect to any Person, as of any
date of determination, the sum of (i) the consolidated equity of the common
stockholders of such Person and its consolidated Subsidiaries as of such date
plus (ii) the respective amounts reported on such Person's balance sheet as of
such date with respect to any series of Preferred Stock (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such Preferred Stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within 12 months
after the acquisition of such business) subsequent to the Issuance Date in the
book value of any asset owned by such Person or a consolidated Subsidiary of
such Person, (y) all investments as of such date in unconsolidated Subsidiaries
and in Persons that are not Subsidiaries (except, in each case, Permitted
Investments) and (z) all unamortized debt discount and expense and unamortized
deferred charges as of such date, all of the foregoing determined in accordance
with GAAP.

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

           "Corporate Trust Office" shall be at the address of the Trustee
specified in Section 12.02 or such other address as the Trustee may give notice
to the Company.

           "Credit Facility" means one or more borrowing arrangements, to be
entered into, by and between the Company and/or one or more Restricted
Subsidiaries and a commercial bank or other institutional lender, including any
related notes, security documentation, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, supplemented, restructured, renewed, restated, refunded,
replaced or refinanced or extended from time to time on one or more occasions.

           "Deed of Trust" means, collectively, mortgages, deeds to secure debt,
deeds of trust, security agreements, assignment of rents and leases and fixture
filings encumbering the hotel properties, substantially in the form of Exhibit
C, hereto each as may be reasonably modified to conform to the rules and
requirements of the respective jurisdictions in which they are to be filed.

           "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.

           "Disqualified Stock" means any Capital Stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to January
15, 2007.

           "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).



                                        5
<PAGE>   12
           "Event of Loss" means, with respect to any property or asset
(tangible or intangible, real or personal) any of the following: (A) any loss,
destruction or damage of such property or asset; (B) any institution of any
proceedings for the condemnation or seizure of such property or asset or for the
exercise of any right of eminent domain; or (C) any actual condemnation, seizure
or taking by the power of eminent domain or otherwise of such property or asset,
or confiscation of such property or asset or the requisition of the use of such
property or asset.

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

           "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than under any Indebtedness permitted under
clause (ii) of the second paragraph of Section 4.09 hereof) in existence on the
Issuance Date (after giving effect to the use of the proceeds of the sale of the
Notes as contemplated by the Prospectus).

           "Existing Real Estate" means any real estate owned, leased or
optioned by the Company or any of its Subsidiaries on the Issuance Date, or any
real estate on which the Company or any of its Subsidiaries holds a mortgage on
the Issuance Date.

           "Fixed Charge Coverage Ratio" means with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company or any of its Restricted Subsidiaries incurs, assumes, guarantees or
redeems any Indebtedness (other than revolving credit borrowings that provide
working capital in the ordinary course of business) or issues or redeems
Preferred Stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated but 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 or redemption
of Indebtedness, or such issuance or redemption of Preferred Stock, as if the
same had occurred at the beginning of the applicable four-quarter reference
period. For purposes of making the computation referred to above, acquisitions,
dispositions and discontinued operations (as determined in accordance with GAAP)
that have been made by the Company or any of its Restricted Subsidiaries,
including all mergers, consolidations and dispositions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be calculated on a pro forma basis assuming that all such
acquisitions, dispositions, discontinued operations, mergers, consolidations
(and the reduction of any associated fixed charge obligations resulting
therefrom) had occurred on the first day of the four-quarter reference period.

           "Fixed Charges" means, with respect to any Person for any period, the
sum of (a) Consolidated Interest Expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, to the extent such
expense was deducted in computing Consolidated Net Income and (b) the product of
(i) all cash dividend payments (and non-cash dividend payments in the case of a
Person that is a Restricted Subsidiary) on any series of Preferred Stock of such
Person or its Restricted Subsidiaries (other than Preferred Stock owned by such
Person or its Restricted Subsidiaries), times (ii) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.

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



                                        6
<PAGE>   13
other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect on the Issuance Date.

           "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States of America is
pledged.

           "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business) or
otherwise incurring, assuming or becoming liable for the payment of any
principal, premium or interest, direct or indirect, in any manner (including,
without limitation, letters of credit and reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

           "Guarantor" means such Persons that become a guarantor of the Notes
pursuant to the terms of the Indenture, and each of their respective successors.

           "Hedging Obligations" means, with respect to any person, the
obligations of such person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such person against fluctuations
in interest rates.

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

           "Hospitality-Related Business" means the hotel business and other
businesses necessary for, incident to, in support of, connected with or arising
out of the hotel business, including, without limitation (i) developing,
constructing, managing, operating, improving or acquiring lodging facilities,
restaurants and other food-service facilities, sports or entertainment
facilities, and convention or meeting facilities, and marketing services related
thereto, (ii) acquiring, developing, operating, managing or improving the
Existing Real Estate, any real estate taken in foreclosure (or similar
settlement) by the Company or any of its Subsidiaries, or any real estate
ancillary or connected to any hotel owned, managed or operated by the Company or
any of its Restricted Subsidiaries, (iii) owning and managing mortgages in, or
other Indebtedness secured by Liens on hotels and real estate related or
ancillary to hotels or (iv) other related activities thereto.

           "Indebtedness" means, with respect to any person, any indebtedness of
such person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property or representing any Hedging Obligations, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, and also includes, to the extent not otherwise
included, the Guarantee of any Indebtedness of such Person or any other Person.

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

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



                                        7
<PAGE>   14
Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
the Company no longer owns, directly or indirectly, greater than 50% of the
outstanding Common Stock of such Restricted Subsidiary, 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 Common Stock of such Restricted Subsidiary
not sold or disposed of.

           "Issuance Date" means the closing date for the sale and original
issuance of the Notes.

           "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).

           "Make-Whole Amount" with respect to a Note means an amount equal to
the excess, if any, of (A) the present value of the remaining interest, premium
and principal payments due on such Note as if such Note were redeemed on the
First Redemption Date, computed using a discount rate equal to the Treasury Rate
plus 50 basis points, less (B) the outstanding principal amount of such Note.
"Treasury Rate" means the yield to maturity at the time of the computation of
United States Treasury securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve Statistical Release H.15(519),
which has become publicly available at least two Business Days prior to the date
fixed for prepayment or, if such Statistical Release is no longer published, any
publicly available source of similar market data) most nearly equal to the then
remaining Average Life of the Notes assuming redemption of the Notes on the
First Redemption Date, provided, however, that if the Average Life of such Note
is not equal to the constant maturity of the United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the Average Life of such Notes is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used. "Average Life" means,
when applied to Notes subject to purchase pursuant to a Collateral Asset Sale
Offer at any date, the number of years (calculated to the nearest one-twelfth)
between the date of such purchase and the First Redemption Date.

           "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends, excluding, however, any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with any Asset Sale, and excluding any
extraordinary gain (but not loss), together with any related provision for taxes
on such extraordinary gain (but not loss).

           "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale, net
of the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions), and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness secured by a Lien on the asset or assets the



                                        8
<PAGE>   15
subject of such Asset Sale and any reserve for adjustment in respect of the sale
price of such asset or assets.

           "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness (a) as to which neither the Company nor any of its Restricted
Subsidiaries (i) provides credit support (other than in the form of a Lien on an
asset serving as security for Non-Recourse Indebtedness) pursuant to any
undertaking, agreement or instrument that would constitute Indebtedness, (ii) is
directly or indirectly liable (other than in the form of a Lien on an asset
serving as security for Non-Recourse Indebtedness) or (iii) constitutes the
lender, and (b) no default with respect to which (including any rights that the
holders thereof 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 thereof to be
accelerated or payable prior to its stated maturity.

           "Notes" means the Notes issued under this Indenture.

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

           "Officers" means the Chairman of the Board, the President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, Controller,
Secretary, any Assistant Secretary or any Vice President

of the Company.

           "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President or a Vice President and by the Chief
Financial officer, the Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary of the Company, as applicable, except with
respect to certificates required to be furnished by the Company to the Trustee
pursuant to Section 4.04 hereof, in which event "Officers' Certificate" means a
certificate signed by the principal executive officer or principal financial
officer.

           "Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

           "Permitted Investments" means (a) any Investments in the Company or
any Guarantor; (b) Investments in any Restricted Subsidiary that is not a
Guarantor not to exceed an aggregate of $2.0 million per Restricted Subsidiary;
(c) any Investments in Cash Equivalents; (d) Investments by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the
Company or any Guarantor or (ii) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Wholly Owned Restricted
Subsidiary of the Company or any Guarantor; (e) Investments, in an amount not to
exceed $20.0 million at any one time outstanding in joint ventures for the
development of (i) an "all-suites" hotel in Kansas City, Missouri and (ii) a
"full-service" hotel in Jersey City, New Jersey; and (f) net cash advances to
Restricted Subsidiaries in the ordinary course of business and consistent with
the Company's past cash management practices in an amount not to exceed $ 10.0
million at any one time outstanding.

           "Permitted Liens" means:

           (i)  Liens in favor of the Company or a Restricted Subsidiary;



                                        9
<PAGE>   16
           (ii) Liens securing the Notes sold in the offering as contemplated by
      the Prospectus, Liens securing Indebtedness incurred pursuant to one or
      more Credit Facilities, and Liens securing any Additional Notes (and the
      Notes) issued by the Company in accordance with the provisions described
      in Section 2.02 hereof, in an aggregate principal amount at any one time
      outstanding (taking into account only the principal amount of one or more
      Credit Facilities and the Additional Notes, if any), not to exceed $80.0
      million;

           (iii) Liens for taxes, assessments and governmental charges not yet
      delinquent or that are being contested in good faith and that are
      appropriately reserved for in accordance with GAAP;

           (iv) Liens incurred in the ordinary course of business that are not
      incurred in connection with the borrowing of money;

           (v) Liens existing as of the Issuance Date provided the same were
      agreed to by the Trustee;

           (vi) Liens on property of a Person at the time such Person was merged
      with the Company or a Restricted Subsidiary, Liens on acquired property
      existing at the time of acquisition thereof, and Liens upon any property
      of a Person existing at the time such Person becomes a Restricted
      Subsidiary; provided in each case that such Liens were not created in
      contemplation of such merger or acquisition, as the case may be, and such
      Liens only extend to such merged or acquired property;

           (vii) Liens arising after the date hereof (1) securing purchase
      money, construction, permanent financing, refurbishment or lease
      obligations (a "Designated Financing") otherwise permitted by this
      Indenture incurred or assumed in connection with the acquisition,
      purchase, construction, development, refurbishment or lease of real or
      personal property (the "Financed Assets") used or to be used in a
      Hospitality-Related Business, which Designated Financing (other than a
      Designated Financing constituting a financing of furniture, fixtures or
      equipment), in the aggregate, does not exceed 75% of the fair market value
      of such Financed Assets as set forth in an opinion of a Qualified
      Appraiser or, in the case of a Designated Financing constituting a
      financing of furniture, fixtures or equipment, shall not, in the
      aggregate, exceed 90% of the fair market value of such Financed Assets, at
      the time of such financing, as set forth in an Officers' Certificate, (2)
      securing any refinancing of any Designated Financing which has an
      aggregate principal amount which is equal to or less than the aggregate
      outstanding amount of the Designated Financing being refinanced, (3)
      securing any refinancing of any Designated Financing which has an
      aggregate principal amount which is greater than the aggregate outstanding
      amount of the Designated Financing being refinanced, which refinancing, in
      the aggregate, does not exceed 75% of the fair market value of the
      Financed Assets, at the time of such refinancing, as set forth in an
      opinion of a Qualified Appraiser, (4) encumbering any real or personal
      property acquired with the proceeds of a sale of such Financed Assets or
      (5) encumbering after-acquired personal property and improvements relating
      to such Financed Assets or relating to any real property or personal
      property acquired with the proceeds of a sale of such assets; provided,
      however, that such Lien does not extend to any property or assets of the
      Company or any Restricted Subsidiary other than the property or assets so
      acquired, purchased, constructed, developed, refurbished or leased;

           (viii) mechanics', workmen's, materialmen's, operator's or similar
      Liens arising in the ordinary course of business for sums that are not yet
      delinquent or are being contested in good faith and by appropriate action;




                                       10
<PAGE>   17
           (ix) Liens in connection with workmen's compensation, unemployment
      insurance or other social security, old age pension or public liability
      obligations not yet due or which are being contested in good faith by
      appropriate action;

           (x) Liens, deposits or pledges to secure the performance of bids,
      tenders, contracts (other than contracts for the payment of money),
      leases, public or statutory obligations, surety, stay, appeal, indemnity,
      performance or other similar bonds, or other similar obligations arising
      in the ordinary course of business;

           (xi) survey exceptions, encumbrances, easements or reservations, or
      restrictions as to the use of real properties, and other minor defects in
      title which, in the case of any of the foregoing, were not incurred or
      created to secure the payment of borrowed money or the deferred purchase
      price of property or services.

           (xii) judgment and attachment Liens not giving rise to an Event of
      Default or Liens created by or existing from any litigation or legal
      proceedings that are currently being contested in good faith and that are
      appropriately reserved for in accordance with GAAP;

           (xiii) Liens in favor of collecting or payor banks having a right to
      setoff, revocation, refund or chargeback with respect to money or
      instruments of the Company or any Restricted Subsidiary on deposit with or
      in possession of such bank;

           (xiv) Liens now or hereafter securing any Hedging Obligations to the
      extent such Hedging Obligations are permitted to be incurred herein;

           (xv) Liens securing Indebtedness incurred after the Issuance Date
      permitted to be incurred under the Indenture, provided that the Holders of
      Notes are secured on an equal and ratable basis with the Indebtedness
      secured by such Liens (or on a senior basis with respect to any
      subordinated Indebtedness secured by such Liens), until such time as such
      Indebtedness is no longer secured by such Liens; and

           (xvi) Liens securing Permitted Refinancing Indebtedness (and any
      Permitted Refinancing Indebtedness with respect thereto) which constitutes
      a refinancing of Existing Indebtedness, which is secured on the date of
      this Indenture, permitted by Section 4.09 hereof.

           "Permitted Refinancing" means Refinancing Indebtedness or Refinancing
Disqualified Stock, as the case may be, to the extent (a) the principal amount
of Refinancing Indebtedness or the liquidation preference amount of Refinancing
Disqualified Stock, as the case may be, does not exceed the principal amount of
Indebtedness or the liquidation preference amount of Disqualified Stock, as the
case may be, so extended, refinanced, renewed, replaced, defeased or refunded
(plus the amount of premiums and reasonable expenses incurred in connection
therewith); (b) such Refinancing Indebtedness or Refinancing Disqualified Stock,
as the case may be, is scheduled to mature or is redeemable at the option of the
holder, as the case may be, no earlier than the Indebtedness or Disqualified
Stock, as the case may be, being refinanced; (c) in the case of Refinancing
Indebtedness, the Refinancing Indebtedness has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (d) in the case of Refinancing Disqualified Stock, the Disqualified
Stock has a Weighted Average Life to Mandatory Redemption equal to or greater
than the Weighted Average Life to Mandatory Redemption of the Disqualified Stock
being extended, refinanced, renewed, replaced, defeased or refunded; (e) if the



                                       11
<PAGE>   18
Indebtedness or the Disqualified Stock, as the case may be, being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, the Refinancing Indebtedness or Refinancing Disqualified
Stock, as the case may be, is subordinated in right of payment to the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness or the Disqualified Stock, as the case
may be, being extended, refinanced, renewed, replaced, defeased or refunded or
is payable solely in Equity Interests of the Person whose Indebtedness is being
purchased, redeemed or otherwise acquired or retired for value.

           "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

           "Preferred Stock" means any Equity Interest with preferential right
in the payment of dividends or liquidation or any Disqualified Stock.

           "Prospectus" means the Company's Prospectus dated January 18, 1996
pertaining to the offer and sale of $120,000,000 in aggregate principal amount
of Notes, as filed with the SEC pursuant to Rule 424(b) of the Securities Act.

           "Qualified Collateral" means (i) any property subject to a Lien
consistent with the requirements of this Indenture which is a "full-service" or
"all-suites" property as determined in good faith by the Company and consistent
with industry standards; (ii) any and all related real property thereto; (iii)
property consisting of furniture, furnishings, fixtures and equipment and
machinery forming a part thereof or used in connection therewith; (iv)
trademarks, to the extent assignable (other than the Company's proprietary
tradenames including, without limitation, "AmeriSuites" and "Wellesley Inns"),
as provided in the Collateral Documents; (v) assignments of rents, contracts and
franchise rights, to the extent assignable, all as provided in the Collateral
Documents; and (vi) proceeds of the foregoing.

           "Refinancing Disqualified Stock" means Disqualified Stock issued in
exchange for, or the proceeds of which are used, to extend, refinance, renew,
replace, defease or refund Disqualified Stock or Indebtedness permitted to be
issued pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of Section 4.09 hereof or Indebtedness referred to in clauses (iii),
(v), (vii) and (ix) of the second paragraph of Section 4.09 hereof.

           "Refinancing Indebtedness" means Indebtedness issued in exchange for,
or the proceeds of which are used to extend, refinance, renew, replace, defease
or refund Indebtedness permitted to be incurred pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof or
Indebtedness referred to in clauses (iii), (v), (vii) and (ix) of the second
paragraph of Section 4.09 hereof.

           "Registration Statement" means the Registration Statement (No.
33-64685) on Form S-3 relating to the Notes filed with the SEC on December 1,
1995 and all exhibits, schedules and amendments thereto.

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

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

           "SEC" means the Securities and Exchange Commission.



                                       12
<PAGE>   19
           "Securities Act" means the Securities Act of 1933, as amended.

           "Significant Subsidiary" means any Subsidiary which 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 hereof.

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

           "Substitute Collateral" means any Qualified Collateral.

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

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

           "Trust Officer" means any officer in the Corporate Trust Office of
the Trustee.

           "Unrestricted Subsidiary" means (i) any Subsidiary 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: (a) has no Indebtedness
other than Non-Recourse Indebtedness; (b) 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; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors 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
foregoing conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing 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, 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 (i) such Indebtedness
is permitted under Section 4.09 of this Indenture and (ii) no Default or Event
of Default would be in existence following such designation.



                                       13
<PAGE>   20
           "Weighted Average Life to Mandatory Redemption" means, when applied
to any Disqualified Stock at any date, the number of years obtained by dividing
(a) the sum of the products obtained by multiplying (x) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (y)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (b) the then outstanding
liquidation preference amount of such Disqualified Stock.

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

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


SECTION 1.02.   OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                      Defined in
      Term                                                             Section
      ----                                                             -------
<S>                                                                   <C> 
         "Additional Notes".....................................        2.02   
         "Additional Properties"................................        2.02
         "Affiliate Transaction"................................        4.11
         "Asset Sale Offer".....................................        3.09
         "Asset Sale Offer Price"...............................        4.10
         "Bankruptcy Law".......................................        6.01
         "Change of Control Date"...............................        4.14
         "Change of Control Offer"..............................        4.14
         "Change of Control Payment Date".......................        4.14
         "Collateral Asset Sale Offer"..........................        3.09
         "Collateral Asset Sale Offer Price"....................        4.10
         "Collateral Proceeds"..................................        4.10
         "Computation Period"...................................        4.07
         "Convertible Note Indenture"...........................        4.23
         "Convertible Notes"....................................        4.23
         "Covenant Defeasance"..................................        8.03
         "Custodian"............................................        6.01
         "defeasance trust".....................................        8.02
         "Designated Financing".................................        1.01
         "Event of Default".....................................        6.01
         "Excess Collateral Proceeds"...........................        4.10
         "Excess Proceeds"......................................        4.10
         "Financed Assets"......................................        1.01
         "First Redemption Date"................................        3.07
</TABLE>



                                       14
<PAGE>   21
<TABLE>
<CAPTION>
                                                                      Defined in
      Term                                                             Section
      ----                                                             -------
<S>                                                                   <C> 
         "Legal Defeasance".....................................        8.02
         "Legal Holiday"........................................       12.07
         "Paying Agent".........................................        2.04
         "Payment Default"......................................        6.01(5)
         "Property".............................................        4.21
         "Qualified Appraiser"..................................        2.02
         "Redemption Percentages"...............................        3.07
         "Registrar"............................................        2.04
         "Restricted Payments"..................................        4.07
         "Subsidiary Guarantee".................................        4.15
         "Substitute Collateral"................................        4.10
</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;

           "indenture to be qualified" means this Indenture;

           "indenture trustee" or "institutional trustee" means the Trustee;

           "obligor" on the Notes means the Company, any Guarantor and any
      successor obligor.

           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;

           (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)  provisions apply to successive events and transactions.




                                       15
<PAGE>   22
                                    ARTICLE 2
                                    THE NOTES


SECTION 2.01.   FORM AND DATING.

           The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. Subject to Section 2.02 and
2.08 hereof, the Notes shall be in an aggregate principal amount of
$120,000,000. The Notes may have notations, legends or endorsements required by
law, stock exchange rule, agreements to which the Company or any Guarantor is
subject or usage. Each Note shall be dated the date of its authentication. The
Securities shall be issued initially in denominations of $1,000 and integral
multiples thereof.

SECTION 2.02.   ADDITIONAL NOTES.

           The Company may issue additional Notes under this Indenture in an
aggregate principal amount not to exceed $80,000,000 (the "Additional Notes");
provided that (a) the Company would be permitted, after giving pro forma effect
to any issuance of the Additional Notes and the application of the proceeds
therefrom, to incur at least $1.00 of Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof, (b)
the Additional Notes are secured by first mortgage liens on otherwise
unencumbered hotel properties owned by the Company which constitute Qualified
Collateral (the "Additional Properties") pursuant to Deeds of Trust
substantially in the form of Exhibit C hereto and other instruments, financing
statements and other documents, substantially similar to the Collateral
Documents, (c) the aggregate principal amount of Additional Notes does not
exceed 75% of the fair market value of such Additional Properties as set forth
in an opinion of an independent, qualified appraiser that is a member of the
American Institute of Real Estate Appraisers (a "Qualified Appraiser") and (d)
the aggregate principal amount of the Additional Notes issued does not exceed
75% of the product of (A) ten times (B) the combined Consolidated Cash Flow of
the Additional Properties for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which the Additional Notes are issued. If issued, the
Additional Notes will be equally and ratably secured by the Collateral securing
the Notes offered pursuant to the Prospectus, and the Notes offered pursuant to
the Prospectus will be equally and ratably secured by first mortgage liens on
the Additional Properties. Additional Notes, if any, will be treated for all
purposes as "Notes" under this Indenture, unless the context requires otherwise.

SECTION 2.03.   EXECUTION AND AUTHENTICATION.

           An Officer of the Company shall sign the Notes for the Company by
manual or facsimile signature.

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

           A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that
the Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially as
set forth in Exhibit A hereto.




                                       16
<PAGE>   23
           The Trustee shall, upon a written order of the Company signed by two
Officers of the Company, authenticate Notes for original issue up to an
aggregate principal amount stated in Section 2.01 hereof. The aggregate
principal amount of Notes outstanding at any time may not exceed the amount set
forth herein, except as provided in Sections 2.02 and 2.08.

           The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless limited by the terms of such appointment,
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 the Company or an Affiliate of the Company.

SECTION 2.04.   REGISTRAR AND PAYING AGENT.

           The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be
presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee 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 shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which shall
incorporate the provisions of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.07 hereof.

           The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.

SECTION 2.05.   PAYING AGENT TO HOLD MONEY IN TRUST.

           The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company or Guarantor, if any, 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) shall have no
further liability for the money delivered to the Trustee. If the Company or any
of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

SECTION 2.06.   HOLDERS LISTS.

           The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders and shall otherwise comply with TIA Section 312(a). If



                                       17
<PAGE>   24
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least seven (7) 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
Holders, including the aggregate principal amount thereof, and the Company shall
otherwise comply with TIA Section 312(a).

SECTION 2.07.   TRANSFER AND EXCHANGE.

           When Notes are presented to the Registrar with a request to register,
transfer or exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met; provided, however, that any Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar and the Trustee duly executed by the Holder
thereof or by his attorney duly authorized in writing. To permit registrations
of transfer and exchanges, the Company shall issue and the Trustee shall
authenticate Notes at the Registrar's request, subject to such rules as the
Trustee may reasonably require.

           Neither the Company nor the Registrar shall be required (i) to issue,
register the transfer of or exchange Notes during a period beginning at the
opening of business on a Business Day fifteen (15) days before the day of any
selection of Notes for redemption or purchase under Section 3.02 and ending at
the close of business on the day of selection, (ii) to register the transfer of
or exchange any Note selected for redemption or purchase in whole or in part,
except the unredeemed or unpurchased portion of any Note being redeemed in part
or (iii) to register the transfer or exchange of a Note between a record date
and the next succeeding Interest Payment Date.

           No service charge shall be made to any Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), 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 such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.11, 3.06 or 9.05 hereof, which shall be paid by the Company).

           Prior to due presentment for registration of 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, premium, if any, and interest on such Note
and for all other purposes whatsoever, whether or not such Note is overdue, and
neither the Trustee, any Agent, nor the Company shall be affected by notice to
the contrary.

SECTION 2.08.   REPLACEMENT NOTES.

           If any mutilated Note is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon the written
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Note if an indemnity bond is supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, each Agent and each authenticating agent from any loss
which any of them may suffer if a Note is replaced. The Company and the Trustee
may charge for its expenses in replacing a Note.

           Every replacement Note is an additional Obligation of the Company.




                                       18
<PAGE>   25
SECTION 2.09.   OUTSTANDING NOTES.

           The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.

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

           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.

           Subject to Section 2.10 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

SECTION 2.10.   TREASURY NOTES.

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

SECTION 2.11.   TEMPORARY NOTES.

           Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company and the Trustee consider appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee, upon
receipt of the written order of the Company signed by two Officers of the
Company, shall authenticate definitive Notes in exchange for temporary Notes.
Until such exchange, temporary Notes shall be entitled to the same rights,
benefits and privileges as definitive Notes.

SECTION 2.12.   CANCELLATION.

           The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy cancelled Notes
(subject to the record retention requirement of the Exchange Act) unless the
Company directs them to be returned to them. The Company may not issue new Notes
to replace Notes that have been redeemed or paid or that have been delivered to
the Trustee for cancellation. All cancelled Notes held by the Trustee shall be
destroyed and certification of their destruction delivered to the Company unless
by a written order, signed by an Officer of the Company, the Company shall
direct that cancelled Notes be returned to them.

SECTION 2.13.   DEFAULTED INTEREST.

           If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons



                                       19
<PAGE>   26
who are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five (5) Business Days
prior to the payment date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Company shall, with the consent of the Trustee, fix or
cause to be fixed each such special record date and payment date. At least
fifteen (15) days before the special record date, the Company (or the Trustee,
in the name of and at the expense of the Company) shall mail to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.

SECTION 2.14.   RECORD DATE.

           The record date for purposes of determining the identity of Holders
entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in TIA
Section 316(c).

SECTION 2.15.   CUSIP NUMBER.

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


                                    ARTICLE 3
                       REDEMPTIONS AND OFFERS TO PURCHASE

SECTION 3.01.   NOTICES TO TRUSTEE.

           If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 90 days before a redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth (i) the Section of this Indenture pursuant to which
the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.

           If the Company is required to make an offer to purchase Notes
pursuant to the provisions of Sections 4.10 or 4.14, it shall furnish to the
Trustee, an Officers' Certificate setting forth (i) the Section of this
Indenture pursuant to which the offer to purchase shall occur, (ii) the offer's
terms, (iii) the purchase price, (iv) the principal amount of the Notes to be
purchased and (v) a statement to the effect that (a) the Company or one of its
Restricted Subsidiaries has made an Asset Sale and that the conditions set forth
in Sections 3.09 and 4.10 have been satisfied or (b) a Change of Control has
occurred and the conditions set forth in Section 4.14 have been satisfied, as
applicable.

SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.

           If less than all of the Notes are to be redeemed or are to be
purchased in an Asset Sale Offer or a Collateral Asset Sale Offer, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the
Notes in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by



                                       20
<PAGE>   27
lot or by such method as the Trustee shall deem fair and appropriate (and in
such manner as complies with applicable legal requirements). The Company shall
give notice to the Trustee of such requirements of any securities exchange not
less than forty-five (45) nor more than ninety (90) days prior to the date on
which notice of such redemption or purchase is to be given. In the event of
partial redemption, other than pro rata, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption. In the event that less than all of
the Notes properly tendered in an Asset Sale Offer or Collateral Asset Sale
Offer are to be purchased, the particular Notes to be purchased shall be
selected promptly upon the expiration of such Asset Sale Offer or Collateral
Asset Sale Offer, as the case may be.

           The Trustee shall 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 them selected shall be in principal 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 principal amount of
Notes held by such Holder shall be redeemed or purchased. Except as provided in
the preceding sentence, provisions of this Indenture that apply to Notes called
for redemption also apply to portions of Notes called for redemption.

           In the event the Company is required to make an Asset Sale Offer or
Collateral Asset Sale Offer pursuant to Sections 3.09 and 4.10 hereof and the
amount of Excess Proceeds or Excess Collateral Proceeds, as applicable, to be
applied to such purchase would result in the purchase of a principal amount of
Notes which is not evenly divisible by $1,000, the Trustee shall promptly refund
to the Company the portion of such Excess Proceeds or Excess Collateral
Proceeds, as applicable, that is not necessary to purchase the immediately
lesser principal amount of Notes that is so divisible.

SECTION 3.03.   NOTICE OF REDEMPTION.

           At least thirty (30) days but not more than sixty (60) days before a
redemption date, the Company shall mail, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

           The notice shall identify the CUSIP number of the Notes, if any, and
the Notes to be redeemed and shall 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 of the same series
      in principal amount equal to the unredeemed portion will be issued;

           (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;




                                       21
<PAGE>   28
           (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 shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least five Business Days prior
to the date such notice is to be given, 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 due and payable on the redemption
date at the redemption price. On and after the redemption date, unless the
Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions of them called for redemption and all rights of
Holders of such Notes will terminate except for the right to receive the
redemption price. Upon surrender to the Paying Agent, the Holders of such Notes
shall be paid the redemption price plus accrued interest, if any, to the
redemption date, but interest installments whose maturity is on or prior to the
redemption date will be payable to the Holder of record at the close of business
on the relevant record dates referred to in the Notes. A notice of redemption
may not be conditional.

SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE.

           At least two Business Days before the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money in immediately
available funds sufficient to pay the redemption price of and, if applicable,
accrued interest on all Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly, and in any event within two Business Days after the
redemption date, return to the Company any money deposited with the Trustee or
the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

           If the Company complies with the provisions of the preceding
paragraph, interest on the Notes or the portions of Notes to be redeemed will
cease to accrue on the applicable redemption date, whether or not such Notes are
presented for payment. If any Note called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest will be paid on the unpaid principal,
from the redemption date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, from the redemption date
until such unpaid interest is paid, in each case at the rate provided in the
Notes and in Section 4.01 hereof.

SECTION 3.06.   NOTES REDEEMED IN PART.

           Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount



                                       22
<PAGE>   29
to the unredeemed portion of the Note surrendered; provided, however, that no
Note of $1,000 or less in principal amount shall be purchased or redeemed in
part.

SECTION 3.07.   OPTIONAL REDEMPTION.

      The Notes are not redeemable at the Company's option prior to January 15,
2001 (the "First Redemption Date"). Thereafter, the Notes will be subject to
redemption at the option of the Company, in whole or in part, at any time upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below (the "Redemption
Percentages") plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on January
15 of the years indicated below:

<TABLE>
<CAPTION>
      Year                                                            Percentage  
      ----                                                            ----------  
<S>                                                                   <C>     
      2001 .........................................................    104.625%
      2002 .........................................................    103.083%
      2003 .........................................................    101.542%
      2004 and thereafter...........................................    100.000%
</TABLE>

      Notwithstanding the foregoing, prior to January 15, 1999, the Company may
redeem, on any one or more occasions, with the net cash proceeds of any public
offering of its common equity (within 60 days of the consummation of any such
public offering), up to $30.0 million in aggregate principal amount of the Notes
at a redemption price equal to 109.25% of the principal amount of such Notes
plus accrued and unpaid interest thereon, if any, to the redemption date;
provided, however, that at least $100.0 million in aggregate principal amount of
Notes (including Additional Notes, if any) must remain outstanding immediately
following any such redemption.


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 COLLATERAL PROCEEDS
                OR EXCESS PROCEEDS.

           Within 30 days after the date that (i) Excess Collateral Proceeds
exceed $1.0 million and a Collateral Asset Sale Offer is required under Section
4.10 hereof or (ii) Excess Proceeds exceed $10.0 million and an Asset Sale Offer
is required under Section 4.10 hereof, the Company shall mail or cause the
Trustee to mail (in the Company's name and at its expense and pursuant to an
Officers' Certificate) an offer to purchase (in the case of Excess Collateral
Proceeds, a "Collateral Asset Sale Offer" and in the case of Excess Proceeds, an
"Asset Sale Offer") to each Holder of Notes pursuant to the terms of this
Section 3.09.

           The Collateral Asset Sale Offer or Asset Sale Offer shall be mailed
by the Company (or the Trustee) to Holders of Notes at their last registered
address with a copy to the Trustee and the Paying Agent and shall set forth (a)
notice that an Asset Sale has occurred, that the Company is making a Collateral
Asset Sale Offer or an Asset Sale Offer, as applicable, pursuant to this Section
3.09, and that each Holder of Notes then outstanding has the right to require
the Company to repurchase, for cash, such



                                       23
<PAGE>   30
Holder's Notes at the Collateral Asset Sale Offer Price or Asset Sale Offer
Price, as applicable, plus accrued and unpaid interest thereon to the payment
date; (b) the purchase price per $1,000 of principal amount and the payment date
of the Collateral Asset Sale Offer or Asset Sale Offer, as applicable; (c) the
maximum amount of Collateral Excess Proceeds or Excess Proceeds, as applicable,
required to be applied to such Collateral Asset Sale Offer or Asset Sale Offer;
(d) that any Notes properly tendered pursuant to the Collateral Asset Sale Offer
or Asset Sale Offer, as applicable, will be accepted for payment (subject to
reduction as provided in this Section 3.09) on the payment date of the
Collateral Asset Sale Offer or Asset Sale Offer, as applicable, and any Notes
not properly tendered will remain outstanding and continue to accrue interest;
(e) that unless the Company defaults in the payment of the Collateral Asset Sale
Offer Price or the Asset Sale Offer Price, as applicable, all Notes accepted for
payment pursuant to the Collateral Asset Sale Offer or Asset Sale Offer, as
applicable, shall cease to accrue interest after the payment date of the
Collateral Asset Sale Offer or Asset Sale Offer, as applicable; (f) that Holders
electing to have any Notes purchased pursuant to a Collateral Asset Sale Offer
or Asset Sale 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, or transfer by book-entry transfer, to the Company, the Depository or
the Paying Agent specified in the notice at the address specified in the notice
prior to the close of business on the third Business Day preceding the payment
date of the Collateral Asset Sale Offer or the Asset Sale Offer, as applicable;
(g) that Holders will be entitled to withdraw their tendered Notes and their
election to require the Company to purchase the Notes provided that the Paying
Agent receives, not later than the close of business on the second Business Day
preceding the payment date of the Collateral Asset Sale Offer or Asset Sale
Offer, as applicable, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes tendered for
purchase, and a statement that such Holder is withdrawing such Holder's tendered
Notes and such Holder's election to have such Notes purchased; (h) that, if the
aggregate principal amount of Notes surrendered by Holders exceeds the amount of
the Collateral Asset Sale Offer or Asset Sale Offer, as applicable, the Company
shall select the Notes to be purchased by lot on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of $1,000, or integral multiples thereof, shall be purchased or
otherwise in accordance with the Indenture); and (i) 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 (or transferred by
book-entry transfer). If the payment date of the Collateral Asset Sale Offer or
Asset Sale Offer is on or after an interest payment record date and on or before
the related interest payment date, any accrued interest will 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 will be payable to Holders who tender a
Note pursuant to the Collateral Asset Sale Offer or Asset Sale Offer, as
applicable.

           The Company shall fix the payment date of the Collateral Asset Sale
Offer or Asset Sale Offer for such purchase no earlier than 30 but no more than
60 days after the Collateral Asset Sale Offer or Asset Sale Offer, as
applicable, is mailed as set forth above, except as may otherwise be required by
applicable law.

           The Company shall comply with Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that the Company is required to
repurchase Notes pursuant to this Section 3.09.

           On the payment date of the Collateral Asset Sale Offer or Asset Sale
Offer, as applicable, the Company shall, to the extent permitted by law, (x)
accept for payment Notes or portions thereof properly tendered pursuant to the
Collateral Asset Sale Offer or Asset Sale Offer, as applicable, (y) deposit with
the Paying Agent the amount of money, in immediately available funds, equal to
the maximum Collateral



                                       24
<PAGE>   31
Excess Proceeds or Excess Proceeds, as applicable, required under Section 4.10
to be applied to such Collateral Asset Sale Offer or Asset Sale Offer and (z)
deliver or cause to be delivered to the Trustee Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof tendered to the
Company. If the aggregate purchase price of all Notes properly tendered exceeds
the maximum amount of Collateral Excess Proceeds or Excess Proceeds, as
applicable, required to be applied to such Collateral Asset Sale Offer or Asset
Sale Offer, as applicable, the Notes or portions thereof to be purchased shall
be selected pursuant to Section 3.02 hereof. The Paying Agent shall promptly
mail to each Holder of Notes so accepted for payment a check in an amount equal
to the aggregate purchase price of the Notes purchased by the Company from such
Holder and the Trustee shall promptly authenticate and mail to each Holder a new
Note of the same series equal in principal amount to any unpurchased portion of
any Note surrendered, if any, or return any unpurchased Note to such Holder;
provided, however, that each such new Note shall be in a principal amount of
$1,000 or an integral multiple thereof. The Company shall publicly announce in a
newspaper of national circulation or in a press release provided to a nationally
recognized financial wire service the results of the Collateral Asset Sale Offer
or Asset Sale Offer, as applicable, on the payment date.

           Other than as specifically provided in this Section 3.09, each
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01, 3.02, 3.05 and 3.06 hereof.


                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01.   PAYMENT OF NOTES.

           The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in
this Indenture and the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary of the Company, holds as of 9:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. Such Paying Agent shall return to the Company promptly, and
in any event, no later than five days following the date of payment, any money
(including accrued interest) that exceeds such amount of principal, premium, if
any, and interest paid on the Notes.

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

SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY.

           The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to




                                       25
<PAGE>   32
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 shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

SECTION 4.03.   SEC REPORTS.

           (i) The Company shall, whether or not required by the rules and
regulations of the SEC, submit to the SEC for public availability and provide to
the Trustee and the Holders copies of all quarterly and annual reports and other
information, documents and reports specified in Sections 13 and 15(d) of the
Exchange Act for so long as the Notes are outstanding. If, at any time during
the period presented in such quarterly or annual report, the Company has one or
more Unrestricted Subsidiaries that singly or together constitute a Significant
Subsidiary, each such quarterly and annual report shall contain "summarized
financial information" (as defined in Rule 1-02(aa)(1) of Regulation S-X under
the Exchange Act) for the Company and its Restricted Subsidiaries, on a
consolidated basis, in addition to the financial information required by the
Act. The summarized financial information required pursuant to the preceding
sentence may, at the election of the Company, be included in the footnotes to
audited consolidated financial statements of the Company and shall be as of the
same dates and for the same periods as the consolidated financial statements of
the Company and its Subsidiaries required pursuant to the Exchange Act.

           (ii) If the Company or a Guarantor, if any, is required to furnish
annual or quarterly reports to its stockholders pursuant to the Exchange Act,
the Company shall cause such annual report or quarterly or other financial
report furnished to be filed with the Trustee and mailed to the Holders at their
addresses appearing in the register of Notes maintained by the Registrar.

           (iii) The Company and the Guarantors, if any, shall deliver all
reports and other documents and information to the Holders under this Section
4.03. The Trustee shall, if requested to by the Company, deliver such reports,
other documents and information to the Holders, but at the sole expense of the
Company.

SECTION 4.04.   COMPLIANCE CERTIFICATE.

           (a) The Company shall deliver to the Trustee, within sixty (60) 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 each of the Company and its
Subsidiaries has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge each of the Company and
its Subsidiaries 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 hereof (or, if a



                                       26
<PAGE>   33
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action each of
the Company and its Subsidiaries is taking or propose to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes are prohibited (or if such event has occurred,
a description of the event and what action each is taking or proposes to take
with respect thereto).

           (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any
Default or Event of Default or (ii) any event of default under any other
mortgage, indenture or instrument which with the passage of time or giving of
notice would be a Default or an Event of Default under Section 6.01 hereof, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

SECTION 4.05.   TAXES.

           The Company shall, and shall cause each of its Subsidiaries to pay
prior to delinquency, all material taxes, assessments, and governmental levies
except as contested in good faith and by appropriate proceedings.

SECTION 4.06.   STAY, EXTENSION AND USURY LAWS.

           The Company covenants, and the Company shall cause any Guarantor to
covenant (to the extent they 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, which may affect the covenants or the performance of
this Indenture. The Company (to the extent it may lawfully do so) hereby
expressly waives, and the Company will cause any Guarantor (to the extent it may
lawfully do so) expressly to waive 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.   LIMITATION ON RESTRICTED PAYMENTS.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any distribution on account of the Company's or any of its Restricted
Subsidiaries' Equity Interests (other than (1) dividends or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company or
(2) dividends or distributions by a Restricted Subsidiary of the Company,
provided that to the extent that a portion of such dividend or distribution is
paid to a holder of Equity Interests of a Restricted Subsidiary other than the
Company or a Restricted Subsidiary, such portion of such dividend or
distribution is not greater than such holder's pro rata aggregate common equity
interest in such Restricted Subsidiary)); (ii) purchase, redeem or otherwise
acquire or retire for value any Equity Interests of the Company or any
Restricted Subsidiary or other Affiliate of the Company (other than any such
Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary
of the Company); (iii) purchase, redeem or otherwise acquire or retire for value
any Indebtedness of the Company or any Restricted Subsidiary that is
subordinated in right of payment, by its terms, to the Notes or any Subsidiary
Guarantee thereof prior to the scheduled final maturity or sinking fund payment
dates for payment of principal and interest in accordance with the original
documentation for such subordinated Indebtedness; or (iv) make any Restricted
Investment (all



                                       27
<PAGE>   34
such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
such Restricted Payment:

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

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

                (c) such Restricted Payment, together with the aggregate 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 (ii), (iii), (iv) and (v) of the next
           succeeding paragraph), is less than the sum of (v) 50% of the
           Consolidated Net Income of the Company for the period (taken as one
           accounting period) from January 1, 1996 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 (w) 100% of the aggregate net cash
           proceeds received by the Company from the issue or sale since the
           Issuance Date of Equity Interests of the Company or of debt
           securities of the Company that have been converted or exchanged into
           such Equity Interests (other than Equity Interests (or convertible or
           exchangeable debt securities) sold to a Restricted Subsidiary of the
           Company and other than Disqualified Stock or debt securities that
           have been converted or exchanged into Disqualified Stock), plus (x)
           in case any Unrestricted Subsidiary has been redesignated a
           Restricted Subsidiary and becomes a Guarantor pursuant to the terms
           of the Indenture or has been merged, consolidated or amalgamated with
           or into, or transfers or conveys assets to, or is liquidated into,
           the Company or a Restricted Subsidiary that is a Guarantor, and
           provided that no Default or Event of Default shall have occurred and
           be continuing or would occur as a consequence thereof, the lesser of
           (i) the book value (determined in accordance with GAAP) at the date
           of such redesignation, combination or transfer of the aggregate
           Investments made by the Company and its Restricted Subsidiaries in
           such Unrestricted Subsidiary (or of the assets transferred or
           conveyed, as applicable) and (ii) the fair market value of such
           Investments in such Unrestricted Subsidiary at the time of such
           redesignation, combination or transfer (or of the assets transferred
           or conveyed, as applicable), in each case as determined in good faith
           by the Board of Directors of the Company, whose determination shall
           be conclusive and evidenced by a resolution of such Board and, in
           each case, after deducting any Indebtedness associated with the
           Unrestricted Subsidiary so designated or combined or with the assets
           so transferred or conveyed, plus (y) 100% of any dividends or
           interest actually received in cash by the Company or a Restricted
           Subsidiary that is a Guarantor after the Issuance Date from (1) a
           Restricted Subsidiary the Net Income of which has been excluded from
           the computation of Consolidated Net Income, (2) an Unrestricted
           Subsidiary, (3) a Person that is not a Subsidiary or (4) a Person
           that is accounted for on the equity method plus (z) $25.0 million.

      Notwithstanding the foregoing, the provisions of this Section 4.07 will
not prohibit:




                                       28
<PAGE>   35
      (i) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of the Indenture; (ii) the redemption, purchase,
retirement or other acquisition of any Equity Interests of the Company in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Restricted Subsidiary of the Company) of other Equity Interests
of the Company (other than any Disqualified Stock); provided that the amount of
any proceeds that is utilized for such redemption, repurchase, retirement or
other acquisition shall be excluded from clause (c) (w) of the preceding
paragraph; (iii) the defeasance, redemption, repayment or purchase of
Indebtedness of the Company or any Restricted Subsidiary that is subordinated in
right of payment, by its terms, to the Notes or any Subsidiary Guarantee thereof
in a Permitted Refinancing; (iv) the defeasance, redemption, repayment or
purchase of Indebtedness of the Company or any Restricted Subsidiary that is
subordinated in right of payment, by its terms, to the Notes or any Subsidiary
Guarantee thereof with the proceeds of a substantially concurrent sale (other
than to a Subsidiary of the Company) of Equity Interests (other than
Disqualified Stock) of the Company; provided that the amount of any proceeds
that is utilized for such defeasance, redemption, repayment or purchase shall be
excluded from clause (c) (w) of the preceding paragraph; and (v) the purchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company pursuant to any management equity subscription agreement or stock
option agreement in effect as of the Issuance Date; provided, however that the
aggregate price paid for all such purchased, redeemed, acquired or retired
Equity Interests shall not exceed $250,000 per year on a cumulative basis since
the Issuance Date; provided that, in the case of clauses (ii) through (v) above,
no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof.

      In determining whether any Restricted Payment is permitted by this Section
4.07, the Company may allocate or reallocate all or any portion of such
Restricted Payment among the clauses (i) through (v) of the preceding paragraph
or among such clauses and the first paragraph of this Section 4.07 including
clauses (a), (b) and (c), provided that at the time of such allocation or
reallocation, all such Restricted Payments, or allocated portions thereof, would
be permitted under the various provisions of this Section 4.07.

      The amount of all Restricted Payments (other than cash) shall be the fair
market value (evidenced by a resolution of the Board of Directors of the Company
set forth in an Officers' Certificate delivered to the Trustee) on the date of
the Restricted Payment of the asset(s) proposed to be transferred by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, which calculations may
be based upon the Company's latest available financial statements.

      The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default or Event
of Default. For purposes of making the determination as to whether such
designation would cause a Default or Event of Default, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of such designation and will reduce the amount available
for Restricted Payments under the first paragraph of this Section 4.07. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the greatest of (x) the net book value of such Investments at the time
of such designation, (y) the fair market value of such Investments at the time
of such designation and (z) the original fair market value of such Investments
at the time they were made. Such designation will only be permitted if such
Restricted



                                       29
<PAGE>   36
Payment would be permitted at such time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

      Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

SECTION 4.08.   LIMITATION ON 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 otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) (i) pay dividends or make any other consensual
distributions to the Company or any of its Restricted Subsidiaries (A) on its
Capital Stock or (B) with respect to any other interest or participation in, or
measured by, its profits, or (ii) pay any Indebtedness owed to the Company or
any of its Restricted Subsidiaries, (b) make loans or advances or capital
contributions to the Company or any of its Restricted Subsidiaries or (c) sell,
lease or transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries, except for such encumbrances or restrictions existing
under or by reasons of (i) Existing Indebtedness as in effect on the Issuance
Date, (ii) this Indenture and the Notes, (iii) applicable law, (iv) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries or of any Person that becomes a
Restricted Subsidiary as in effect at the time of such acquisition or such
Person becoming a Restricted Subsidiary (except to the extent such Indebtedness
was incurred in connection with or, if incurred within one year prior to such
acquisition or such Person becoming a Restricted Subsidiary, in contemplation of
such acquisition or such Person becoming a Restricted Subsidiary), 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 the Consolidated Cash Flow of such Person is
not taken into account (to the extent of such restriction) in determining
whether such acquisition was permitted by the terms of this Indenture, (v) any
instrument governing Indebtedness or Capital Stock of a Person who becomes a
Guarantor as in effect at the time of becoming a Guarantor (except to the extent
such Indebtedness was incurred in connection with or, if incurred within one
year prior to the time of becoming a Guarantor, in contemplation of such
Subsidiary Guarantee), 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 who became a Guarantor, (vi) by reason of
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (vii) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in this clause (c) on the property so
acquired, (viii) permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Refinancing Indebtedness
are no more restrictive than those contained in the agreements governing the
Indebtedness being refinanced, or (ix) customary restrictions in security
agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the
extent such restrictions restrict the transfer of the property subject to such
security agreements and mortgages.

SECTION 4.09.   LIMITATION ON ADDITIONAL INDEBTEDNESS AND ISSUANCE OF 
                DISQUALIFIED STOCK.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable with respect to



                                       30
<PAGE>   37
(collectively, "incur" and correlatively, an "incurrence" of) any Indebtedness
(including Acquired Debt) and that the Company will not issue any, and will not
permit any of its Restricted Subsidiaries to issue any, shares of Disqualified
Stock; provided, however, that the Company or any of its Restricted Subsidiaries
may incur Indebtedness or issue shares of Disqualified 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 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 Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

      Notwithstanding the foregoing, if no Default or Event of Default shall
occur as a consequence thereof, the foregoing provisions shall not apply to:

           (i) the incurrence by the Company's Unrestricted Subsidiaries of
      Non-Recourse Indebtedness; provided, however, that if any such
      Indebtedness ceases to be Non-Recourse Indebtedness of an Unrestricted
      Subsidiary, such event shall be deemed to constitute an incurrence of
      Indebtedness by a Restricted Subsidiary of the Company;

           (ii) the incurrence by the Company or its Restricted Subsidiaries of
      Indebtedness pursuant to one of more Credit Facilities in an aggregate
      principal amount not to exceed $50.0 million at any one time outstanding,
      less the aggregate amount of all proceeds of all sales or other
      dispositions of assets that have been applied to permanently reduce the
      outstanding amount of such Indebtedness pursuant to Section 4.10 hereof;

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

           (iv) 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 the Indenture to be
      outstanding;

           (v) the incurrence or the issuance by the Company of Refinancing
      Indebtedness or Refinancing Disqualified Stock of the Company or any
      Restricted Subsidiary or the incurrence or issuance by a Restricted
      Subsidiary of Refinancing Indebtedness or Refinancing Disqualified Stock
      of such Restricted Subsidiary, as the case may be; provided, however, that
      such Refinancing Indebtedness or Refinancing Disqualified Stock, as the
      case may be, is a Permitted Refinancing;

           (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Wholly Owned Restricted Subsidiaries; provided, however, that
      (a) any subsequent issuance or transfer of Equity Interests that results
      in any such Indebtedness being held by a Person other than a Wholly Owned
      Restricted Subsidiary and (b) any sale or other transfer of any such
      Indebtedness to a Person that is not either the Company or a Wholly Owned
      Restricted Subsidiary 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;

           (vii) the incurrence of Indebtedness represented by the Notes and any
      Subsidiary Guarantee thereof; provided, however, that the Company may only
      issue Additional Notes if the conditions set forth in Section 2.02 hereof
      are satisfied;




                                       31
<PAGE>   38
           (viii) the incurrence by the Company or any of its Restricted
      Subsidiaries, in the ordinary course of business and consistent with past
      practice, of Indebtedness to secure performance bonds not to exceed $7.5
      million at any one time outstanding; or

           (ix) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness (in addition to Indebtedness permitted by any
      other clause of this paragraph) in an aggregate principal amount at any
      time outstanding not to exceed $5,000,000; provided that the net proceeds
      of such Indebtedness are used to finance the renovation or refurbishment
      of properties owned by the Company or a Restricted Subsidiary which are
      employed in a Hospitality-Related Business.

SECTION 4.10.   LIMITATION ON SALE OF ASSETS.

           (i) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, conduct or suffer to exist an Asset Sale, unless (x) the
Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value (evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) and (y) at least 75% of the
consideration therefor received by the Company or such Restricted Subsidiary is
in the form of cash or Cash Equivalents; provided, however, that if the assets
which were the subject of the Asset Sale constitute Collateral, then (i) 100% of
the consideration received in connection with the Asset Sale must be in the form
of cash or Cash Equivalents and (ii) the Company must deliver to the Trustee the
opinion of a Qualified Appraiser that the consideration received in connection
with the Asset Sale is equal to or greater than the fair market value of the
assets which were the subject of the Asset Sale; provided, further, that except
for Asset Sales in which the assets that are the subject of the Asset Sale
constitute Collateral, the principal amount of the following shall be deemed to
be cash for purposes of this provision: (A) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Company or any Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee thereof) that are assumed or forgiven by the transferee of any such
assets and (B) any notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash within 90 days of the closing of
such Asset Sale (to the extent of the cash received). Notwithstanding the
foregoing, (a) the restriction in clause (y) above will not apply, as to Asset
Sales of assets not constituting Collateral, with respect to mortgages or other
notes receivable received by the Company or any such Restricted Subsidiary from
such transferee to the extent such mortgages or other notes receivable are
Restricted Investments permitted to be made by the Company or such Restricted
Subsidiary under Section 4.07 hereof and (b) any Asset Sale of real property
constituting Collateral which is released from the Lien of the Collateral
Documents pursuant to the provisions of the applicable Deed of Trust relating to
the sub-division of real property shall constitute an Asset Sale of an asset not
constituting Collateral.

           (ii) Notwithstanding any provision of this Section 4.10 to the
contrary, the Company may (a) invest all or a portion of the Net Proceeds of any
Asset Sale of assets which constitute Collateral (such proceeds, "Collateral
Proceeds") in Substitute Collateral or (b) elect to redesignate, at the time of
such Asset Sale, an existing hotel property of the Company as Substitute
Collateral and to treat the Collateral Proceeds as Net Proceeds of an Asset Sale
of an asset not constituting Collateral as set forth in the next paragraph and
the transaction as not constituting an Asset Sale of Collateral; provided,
however, that, in either case, (i) the Substitute Collateral is subject to a
perfected Lien in favor of the Trustee pursuant to deeds of trust, substantially
in the form of Exhibit C hereto, and other instruments, financing statements and
other documents, substantially similar to the Collateral Documents, which Lien
has at least the same priority as the assets which were the subject of the Asset
Sale (and the Company delivers to the Trustee



                                       32
<PAGE>   39
an Opinion of Counsel reasonably satisfactory to the Trustee regarding the
perfection and priority of the Lien on the Substitute Collateral in favor of the
Trustee, which Opinion of Counsel may be based on a binder or policy of a real
estate title insurance company of national standing), (ii) the fair market value
of the Substitute Collateral (plus any portion of the Collateral Proceeds not
invested in the Substitute Collateral) is equal to or greater than the fair
market value of the assets which were the subject of the Asset Sale (and the
Company delivers to the Trustee an Officers' Certificate and an opinion of a
Qualified Appraiser stating that the fair market value of the Substitute
Collateral (plus any portion of the Collateral Proceeds not invested in the
Substitute Collateral) is equal to or greater than the fair market value of the
assets which were the subject of the Asset Sale), (iii) the combined
Consolidated Cash Flow of the hotel properties constituting Substitute
Collateral for the most recently ended four fiscal quarters for which internal
financial statements are available immediately preceding the date on which the
Asset Sale occurs (the "Calculation Period") is greater than the combined
Consolidated Cash Flow of the hotel properties constituting assets which were
the subject of the Asset Sale for the Calculation Period (and the Company
delivers to the Trustee an Officers' Certificate to such effect) and (iv) the
Substitute Collateral is acquired or designated, as the case may be, and the
Opinion of Counsel, Officers' Certificate and appraisal referenced in clauses
(i), (ii) and (iii) above are delivered, substantially concurrently with the
consummation of the Asset Sale; provided, however, that in the case of an Asset
Sale of any asset constituting Collateral that results from an Event of Loss,
the opinion of counsel, officers' certificate and appraisal referenced in
clauses (i), (ii) and (iii) above shall be delivered on or prior to the earlier
of (A) 180 days after such Event of Loss, (B) 90 days after the receipt of any
proceeds payable in respect of such Event of Loss and (C) the date of investment
or redesignation pursuant to clause (a) or (b) above, respectively. Any
Collateral Proceeds that are (A) not so invested so as to constitute Substitute
Collateral or (B) not treated as Net Proceeds of an Asset Sale of an asset not
constituting Collateral in accordance with the next succeeding paragraph in
connection with the Company's election to redesignate an existing hotel property
as Substitute Collateral, each as provided above, will be deemed to constitute
"Excess Collateral Proceeds." When the amount of Excess Collateral Proceeds
exceeds $1.0 million, the Company shall make an offer to all Holders of Notes (a
"Collateral Asset Sale Offer") to purchase the maximum amount of Notes that is
an integral multiple of $1,000, that may be purchased out of the Excess
Collateral Proceeds at the following offer price (the "Collateral Asset Sale
Offer Price") in cash: (i) if the purchase is required to be consummated between
the Issuance Date and the First Redemption Date, the greater of (a) 100% of the
principal amount thereof, plus accrued and unpaid interest thereon to the date
of purchase plus the Make-Whole Amount or (b) the principal amount thereof
multiplied by the Redemption Percentage on the First Redemption Date, plus
accrued and unpaid interest thereon to the date of purchase and (ii) if the
purchase is consummated after the First Redemption Date, the principal amount
thereof multiplied by the Redemption Percentage corresponding to the applicable
redemption period in which the date of purchase is required to occur, as set
forth in Section 3.07 hereof, plus accrued and unpaid interest thereon to the
date of purchase in accordance with the procedures set forth in Section 3.09
hereof. As provided in Section 3.09 hereof, the Collateral Asset Sale Offer
shall be commenced as soon as practicable following the date that the Excess
Collateral Proceeds exceeds $1.0 million, but in any event within 30 days
following such date. Pending final application of any Collateral Proceeds, the
Company shall deposit any such Collateral Proceeds with the Trustee for the
benefit of the Holders of the Notes and such Collateral Proceeds shall be
subject to a perfected Lien in favor of the Trustee, which Lien shall have at
least the same priority as the Lien on the assets which were the subject of the
Asset Sale. To the extent that the aggregate amount of Notes tendered pursuant
to a Collateral Asset Sale Offer is less than the Excess Collateral Proceeds,
any remaining Excess Collateral Proceeds shall be permitted to be used to
permanently reduce Indebtedness of the Company that ranks pari passu in right of
payment of the Notes or invested in a Hospitality-Related Business as provided
in the following paragraph (without regard to the time period set forth
therein); provided, however, that until so applied, the remaining Excess
Collateral Proceeds shall remain pledged as security for the Notes and any newly
acquired assets, when



                                       33
<PAGE>   40
acquired, shall be subject to a perfected Lien in favor of the Trustee, which
Lien has at least the same priority as the assets which were the subject of the
Asset Sale. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Excess Collateral Proceeds, the Trustee shall
select the Notes to be purchased in the manner described under Section 3.02
hereof. Upon completion of any Collateral Asset Sale Offer, the amount of Excess
Collateral Proceeds shall be reset at zero. If any of the Collateral is sold and
the Collateral Proceeds are applied in accordance with this paragraph, the
Trustee shall release the Lien in favor of the Trustee in the assets so sold in
accordance with the provisions of Section 10.04 hereof.

           Within 365 days of any Asset Sale (other than an Asset Sale of assets
which constitute Collateral), the Company or such Restricted Subsidiary may (a)
apply the Net Proceeds from such Asset Sale to permanently reduce (x)
Indebtedness of the Company or a Restricted Subsidiary of the Company that is a
Guarantor that ranks by its terms pari passu in right of payment with the Notes
or (y) pari passu Indebtedness of a Restricted Subsidiary to the extent of the
proceeds of the Asset Sale by such Restricted Subsidiary or (b) invest the Net
Proceeds from such Asset Sale in property or assets used in a
Hospitality-Related business; provided that the Company or such Restricted
Subsidiary will have complied with this clause (b) if, within 365 days of such
Asset Sale, the Company or such Restricted Subsidiary shall have commenced and
not completed or abandoned an investment in compliance with this clause (b) and
shall have segregated such Net Proceeds from the general funds of the Company
and its Subsidiaries for that purpose and such investment is substantially
completed within 180 days after the first anniversary of such Asset Sale. Any
Net Proceeds from an Asset Sale (other than an Asset Sales of assets which
constitute Collateral) that are not applied or invested as provided in the first
sentence of this paragraph will be deemed to constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the
maximum principal amount of Notes, that is an integral multiple of $1,000, that
may be purchased out of the Excess Proceeds, at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (the "Asset Sale Offer Price"), in
accordance with the procedures set forth in Section 3.09 hereof. To the extent
that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased in the manner described in Section 3.02 hereof. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. Pending the final application of any Net Proceeds from an Asset
Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may
temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that
is a Guarantor that ranks by its terms pari passu with the Notes or otherwise
invest such Net Proceeds in Cash Equivalents.

           (iii) Any offer to purchase the Notes pursuant to this Section 4.10
shall be made pursuant to the provisions of Section 3.09 hereof. Simultaneously
with the notification of such offer to the Trustee, the Company shall provide
the Trustee with an Officers' Certificate setting forth the calculations used in
determining the amount of Collateral Excess Proceeds or Excess Proceeds, as
applicable, to be applied to the purchase of the Notes.

SECTION 4.11.   LIMITATION ON TRANSACTIONS WITH AFFILIATES.

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



                                       34
<PAGE>   41
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 on an arm's
length basis with an unrelated Person, (b) the Company delivers to the Trustee
(i) with respect to any Affiliate Transaction involving aggregate payments in
excess of $5.0 million, an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (a) above and such Affiliate Transaction is
approved by a majority of the disinterested nonemployee members of the Board of
Directors and (ii) with respect to any Affiliate Transaction involving aggregate
payments in excess of $10.0 million (other than an Affiliate Transaction
involving the acquisition or disposition of a hotel by the Company or a
Restricted Subsidiary of the Company), an opinion as to the fairness to the
Company or such Restricted Subsidiary from a financial point of view issued, at
the option of the Company, by an investment banking firm of national standing or
a Qualified Appraiser and (c) the Company delivers to the Trustee in the case of
an Affiliate Transaction involving the acquisition or disposition of a hotel by
the Company or a Restricted Subsidiary of the Company and (x) involving
aggregate payments of less than $25.0 million, an appraisal by a Qualified
Appraiser to the effect that the transaction is being undertaken at fair market
vale or (y) involving aggregate payments of $25.0 million or more, an opinion as
to the fairness of the transaction to the Company or such Restricted Subsidiary
from a financial point of view issued by an investment banking firm of national
standing; provided, however, that the following shall not be deemed Affiliate
Transactions: (A) any employment, deferred compensation, stock option,
noncompetition, consulting or similar 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,
(B) transactions between or among the Company and/or its Wholly Owned Restricted
Subsidiaries or any Guarantor, (C) the incurrence of fees in connection with the
provision of hotel management services, provided that such fees are paid in the
ordinary course of business and are consistent with past practice and (D)
Restricted Payments permitted by Section 4.07 hereof.

SECTION 4.12.   LIMITATION ON LIENS.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired by the Company or
any Restricted Subsidiary, or any income or profits therefrom or assign or
convey any right to receive income therefrom, except Permitted Liens.

SECTION 4.13.   CORPORATE EXISTENCE.

           Subject to Section 4.14 and Article 5 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence and the corporate existence of each of its
Subsidiaries, in accordance with its respective organizational documents (as the
same may be amended from time to time) and (ii) its (and its Subsidiaries')
rights (charter and statutory), licenses and franchises; provided, however, that
the Company shall not be required to preserve any such right, license or
franchise, or the corporate existence of any of its Subsidiaries, if the Board
of Directors of the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

SECTION 4.14.   CHANGE OF CONTROL.

           Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Company to purchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at a purchase offer



                                       35
<PAGE>   42
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, 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 of each Holder stating: (1) that the Change of
Control Offer is being made pursuant to this Section 4.14, the period in which
such offer will remain open and the expiration date of such offer; (2) that all
Notes tendered will be accepted for payment, the purchase price and the purchase
date (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 expiration of such offer; (6) that Holders will be
entitled to withdraw their election if the Paying Agent receives, not later than
the expiration of such offer, 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 such Notes purchased; (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; and (8) the
circumstances and material facts regarding such Change of Control (including,
but not limited to, information with respect to pro forma and historical
financial information after giving effect to such Change of Control and
information regarding the Person or Persons acquiring control).

           The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and other applicable
securities laws and regulations thereunder in the event that a Change of Control
occurs and the Company is required to repurchase the Notes pursuant to this
Section 4.14.

           On the Change of Control Payment Date, the Company will, to the
extent permitted by law, (x) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (y) deposit with the
Paying Agent an amount equal to the aggregate Change of Control Payment in
respect of all Notes or portions thereof so tendered and (z) deliver, or cause
to be delivered, to the Trustee for cancellation the Notes so accepted together
with an Officers' Certificate stating that the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of Notes so accepted the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail to each
Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided, however, that each such new Note shall be
in a principal amount of $1,000 or an integral multiple thereof. The Company
will publicly announce in a newspaper of national circulation or in a press
release provided to a nationally recognized financial wire service the results
of the Change of Control Offer on the Change of Control Payment Date.

SECTION 4.15.   SUBSIDIARY GUARANTEES.

           If (i) the Company or any Restricted Subsidiary shall transfer or
cause to be transferred, in one or a series of related transactions, any assets
(including cash or Cash Equivalents other than pursuant to clause (f) of the
definition of Permitted Investments), business, divisions, real property or
equipment having a book value or fair market value (as determined in good faith
by the Board of Directors of the Company, whose determination shall be
conclusive and evidenced by a resolution of such Board) in excess of $2.0
million to any Restricted Subsidiary that is not a Guarantor or (ii) if the
Company or any



                                       36
<PAGE>   43
of its Restricted Subsidiaries shall acquire or create after the Issuance Date
another Restricted Subsidiary having total assets with a fair market value in
excess of $2.0 million at the time of such acquisition or creation, the Company
shall cause such Restricted Subsidiary to execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit B hereto pursuant to which such
Restricted Subsidiary shall guarantee all of the obligations of the Company with
respect to the Notes on a senior basis together with an Opinion of Counsel
(which counsel may be an employee of the Company) to the effect that the
supplemental indenture has been duly executed, delivered by, and is valid and
binding on, such Restricted Subsidiary and is in compliance in all material
respects with the terms of this Indenture.

SECTION 4.16.   LINE OF BUSINESS.

           For so long as any Notes are outstanding, the Company shall not, and
shall not permit any of its Subsidiaries to, engage in any business or activity
other than a Hospitality-Related Business.

SECTION 4.17.   PAYMENTS FOR CONSENT.

           Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any 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 or agreed
to be 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.   MAINTENANCE OF INSURANCE.

      Until the Notes have been paid in full, the Company shall, and shall cause
its Subsidiaries to, maintain insurance with responsible carriers against such
risks and in such amounts as is customarily carried by similar businesses with
deductibles, retentions, self-insured amounts and coinsurance customarily
carried by similar businesses of similar size, including, without limitation,
property and casualty loss, and interruption of business insurance, and shall
provide satisfactory evidence of such insurance to the Trustee prior to the
anniversary or renewal date of each such policy, which certificate shall
expressly state such expiration date for each policy listed. Notwithstanding the
foregoing, customary insurance coverage for the purposes of this Section 4.18
shall include the following: (i) workers' compensation insurance to the extent
required to comply with all applicable state or United States laws and
regulations or the laws and regulations of any other applicable jurisdiction,
(ii) property insurance protecting property against loss or damage by fire,
lightning, windstorm, tornado, water, flood, vandalism, riot, earthquake, civil
commotion, malicious mischief, hurricane and such other risks and hazards as are
from time to time covered by an "all risk" policy or property policy covering
"special" causes of loss, such property insurance providing coverage of not less
than 100% of actual replacement value (as determined at each policy renewal
based on the EW Dodge Building Index or some other recognized means) of any
improvements with a deductible no greater than $2.0 million (other than
earthquake insurance, for which the deductible may be up to 5% of the
replacement value, and which may be limited to an aggregate of $15.0 million per
occurrence in California and $50.0 million per occurrence in other states,
unless the Board of Directors of the Company determines in good faith that such
insurance, with such deductibles, is not available at commercially reasonable
rates and on commercially reasonable terms in which case the Company may procure
earthquake insurance with appropriate deductibles which can be obtained at
commercially reasonable rates and on commercially reasonable terms) and (iii)
business interruption insurance for a period of not less than one year, and in
an amount based upon 100% of estimated continuing expenses and lost cash flow
for the fiscal year with



                                       37
<PAGE>   44
respect to which the insurance coverage is in effect less non-continuing
expenses. All insurance under this Section 4.18 shall name the Trustee as an
additional insured or loss payee, as applicable, to the extent of the interest
of the Trustee in any assets covered by such insurance. All such insurance shall
be issued by carriers having an A.M. Best & Company, Inc. rating of A or higher
and a financial size category of not less than X, or if such carrier is not
rated by A.M. Best & Company, Inc., having the financial stability and size
deemed appropriate by the Company after consultation with a reputable insurance
broker. The Company will furnish to the Trustee within 30 days of each
anniversary of the Issuance Date evidence to the Trustee from an insurance
broker or consultant that the provisions of this Section 4.18 have been complied
with.


SECTION 4.19.   COLLATERAL DOCUMENTS.

           Neither the Company nor any Restricted Subsidiary will amend, waive
or modify, or take or refrain from taking any action which has the effect of
amending, waiving or modifying, any provision of the Collateral Documents to the
extent that such amendment, waiver, modification or action would have an adverse
effect on the rights of the Trustee or the Holders of Notes (as provided in the
Collateral Documents); provided, however, that:

      (1)       Collateral may be released or modified as expressly provided
                herein and in the Collateral Documents;

      (2)       Guarantees, Liens, and pledges may be released as expressly
                provided herein and in the

                Collateral Documents; or

      (3)       this Indenture and any of the Collateral Documents may be
                otherwise amended, waived or modified pursuant to Article 9
                hereof.

SECTION 4.20.   FURTHER ASSURANCES.

           The Company and the Restricted Subsidiaries shall do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security
agreements, mortgages, assignments, estoppel certificates, financing statements
and continuations thereof, termination statements, notices of assignment,
transfers, certificates, assurances and other instruments, as may be required
from time to time in order (i) to carry out more effectively the purposes of the
Collateral Documents, (ii) to subject the Collateral to the Liens created by any
of the Collateral Documents or any of the properties, rights or interests
covered by any of the Collateral Documents, (iii) to perfect and maintain the
validity, effectiveness and priority of any of the Collateral Documents and the
Liens intended to be created thereby and (iv) to better assure, convey, grant,
assign, transfer, preserve, protect and confirm to the Trustee any of the rights
granted or now or hereafter intended to be granted to the Trustee hereunder or
under any other instrument executed in connection therewith or granted to the
Company under the Collateral Documents or under any other instrument executed in
connection therewith.




                                       38
<PAGE>   45
SECTION 4.21.   LIQUIDATION.

           A plan of liquidation or dissolution may not be adopted for the
Company which provides for, contemplates or the effectuation of which is
preceded by (a) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company otherwise than substantially as
an entirety (Article 5 of this Indenture being the Article hereof which governs
any such sale, lease, conveyance or other disposition substantially as an
entirety) and (b) the distribution of all or substantially all of the proceeds
of such sale, lease, conveyance or other disposition and of the remaining assets
of the Company to the holders of Equity Interests in the Company, unless the
Company, prior to making any liquidating distribution pursuant to such plan,
makes provision for the satisfaction of the Company's Obligations hereunder and
under the Notes as to the payment of principal and interest. The Company shall
be deemed to make provision for such payments only if (i) the Company delivers
in trust to the Trustee or Paying Agent (other than the Company or its
Restricted Subsidiaries) cash or Government Securities maturing as to principal
and interest in such amounts and at such times as are sufficient without
consideration of any reinvestment of such interest to pay, when due, the
principal of and interest on the Notes or (ii) there is an express assumption
and observance of all covenants and conditions to be performed by the Company
hereunder by the execution and delivery of a supplemental indenture in the form
of Exhibit B hereto by a Person that acquires or will acquire (otherwise than
pursuant to a lease) a portion of the assets of the Company which person will
have Consolidated Net Worth (immediately after the acquisition) and Consolidated
Net Income (for such Person's four full fiscal quarters immediately preceding
the acquisition) equal to or greater than the Consolidated Net Worth of the
Company immediately preceding the acquisition and the Consolidated Net Income of
the Company (for its four full fiscal quarters immediately preceding such
acquisition), respectively, and which is organized and existing under the laws
of the United States, any state thereof or the District of Columbia; provided,
however, that the Company shall not make any liquidating distribution until
after the Company shall have certified to the Trustee with an Officers'
Certificate at least five days prior to the making of any liquidating
distribution that it has complied with the provisions of this Section 4.21 and
that no Default or Event of Default then exists or would occur as a result of
any such liquidating distribution.

SECTION 4.22.   MAINTENANCE OF COLLATERAL

           The Company shall maintain the Collateral in a manner consistent with
its maintenance policies with respect to all of the hotels owned by it
(including its policies with respect to making requisite capital expenditures
for the maintenance of such hotels).

SECTION 4.23.   CONVERTIBLE NOTE INDENTURE

           Without the consent of at least 75% in principal amount of the Notes
outstanding, the Company shall not amend, modify or alter the indenture (the
"Convertible Note Indenture") governing its 7% Convertible Subordinated Notes
due 2002 (the "Convertible Notes") in any way that will (i) increase the rate of
or change the time for payment of interest on any Convertible Notes, (ii)
increase the principal of, advance the final maturity date of or shorten the
Weighted Average Life to Maturity of any Convertible Notes, (iii) alter the
redemption provisions or the price or terms at which the Company is required to
offer to purchase such Convertible Notes or (iv) amend the provisions of Article
Twelve of the Convertible Note Indenture (which relate to subordination).




                                       39
<PAGE>   46
                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01.   WHEN THE COMPANY MAY MERGE, ETC.

           The Company shall not consolidate or merge with or into or wind up
into (whether or not the Company as the case may be, is the surviving entity),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to, another corporation, Person or entity unless:

           (i) the Company is the surviving corporation or the Person formed by
      or surviving any such consolidation or merger (if other than the Company)
      or to which such sale, assignment, transfer, lease, conveyance or other
      disposition shall have been made is a corporation organized or existing
      under the laws of the United States, any state thereof or the District of
      Columbia;

           (ii) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or to which such sale, assignment,
      transfer, lease, conveyance or other disposition will have been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Collateral Documents pursuant to a supplemental indenture in the
      form of Exhibit B hereto;

           (iii) at the time of such transaction and immediately after such
      transaction after giving pro forma effect thereto, no Default or Event of
      Default exists or would exist;

           (iv) the Company or any Person formed by or surviving such
      consolidation or merger, or to which such sale, assignment, transfer,
      lease, conveyance or other disposition shall have been made (A) shall have
      Consolidated Net Worth (immediately after the transaction) equal to or
      greater than the Consolidated Net Worth of the Company immediately
      preceding the transaction and (B) shall, at the time of such transaction
      and after giving pro forma effect thereto as if such transaction 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; and

           (v) the Company shall have delivered to the Trustee prior to the
      consummation of the proposed transaction an Officers' Certificate and an
      Opinion of Counsel to the combined effect that such sale, assignment,
      transfer, lease, conveyance or other disposition, and, if applicable, any
      supplemental indenture executed in connection therewith, comply with this
      Indenture. The Trustee shall be entitled to conclusively rely upon such
      Officers' Certificate and Opinion of Counsel.

SECTION 5.02.   SUCCESSOR SUBSTITUTED.

      Upon any consolidation, merger, lease, conveyance or transfer of all or
substantially all of the assets of the Company, as the case may be, in
accordance with Section 5.01 hereof, the successor formed by such consolidation
or into which the Company is merged or to which such sale, lease, conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture, the Notes and the
Collateral Documents with the same effect as if such successor had been named as
the Company herein or therein and thereafter the predecessor corporation shall
be relieved of all further obligations and covenants under this Indenture, the
Notes and the Collateral Documents.




                                       40
<PAGE>   47
                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT.

           Each of the following shall constitute an Event of Default under this
Indenture:

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

           (2) default in payment when due of principal of or premium, if any,
      on the Notes;

           (3) failure by the Company or any Restricted Subsidiaries of the
      Company to comply with Sections 3.09, 4.07, 4.09, 4.10, 4.14 or 5.01
      hereof;

           (4) failure by the Company or any Guarantor for 60 days in the
      performance of any other covenant, warranty or agreement in this Indenture
      or the Notes after written notice shall have been given to the Company by
      the Trustee or to the Company and the Trustee from Holders of at least 25%
      in principal amount of the Notes then outstanding;

           (5) default under (a) Non-Recourse Indebtedness of the Company or any
      of its Restricted Subsidiaries with an aggregate principal amount in
      excess of 10% of the aggregate assets of the Company and its Restricted
      Subsidiaries measured as of the end of the Company's most recent fiscal
      quarter for which internal financial statements are available immediately
      preceding the date on which such default occurred, determined on a pro
      forma basis, or (b) any other 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 Issuance Date and, in
      each case, the principal amount of which, together with the principal
      amount of any other such Indebtedness under which there has been a Payment
      Default (as defined below) or the maturity of which has been so
      accelerated, aggregates $10.0 million or more, which default, in either
      case, (x) is caused by a failure to pay when due principal of or premium,
      if any, or interest 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 (y) results in the acceleration of such Indebtedness
      prior to its express maturity or shall constitute a default in the payment
      of such issue of Indebtedness at final maturity of such issue;

           (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments rendered against them (other than judgment liens
      without recourse to any assets or property of the Company or any of its
      Restricted Subsidiaries other than assets or property securing
      Non-Recourse Indebtedness) aggregating in excess of $10.0 million, which
      judgments are not paid, discharged or stayed for a period of 90 days
      (other than any judgments as to which a reputable insurance company has
      accepted full liability);

           (7) breach by the Company of any material representation or warranty
      set forth in any of the Collateral Documents, or default by the Company
      for 30 days in the performance of any covenant set forth in the Collateral
      Documents after written notice shall have been given to the Company by the
      Trustee or to the Company and the Trustee from Holders of at least 25% in
      principal amount of the Notes then outstanding, or the repudiation by the
      Company of its obligations under, or the



                                       41
<PAGE>   48
      unenforceability of any of the Collateral Documents for any reason that
      would materially impair the benefits to the Trustee or the Holders of the
      Notes thereunder;

           (8) except as permitted by this Indenture, any Subsidiary Guarantee
      with respect to the Notes shall be held in a judicial proceeding to be
      unenforceable or invalid or shall cease for any reason to be in full force
      and effect or any Guarantor (or its successors or assigns), or any Person
      acting on behalf of such Guarantor (or its successors or assigns), shall
      deny or disaffirm its obligations or shall fail to comply with any
      obligations under its Subsidiary Guarantee;

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

                (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) admits in writing its inability to pay its debts as they
           become due; and

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

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

                (b) appoints a Custodian of the Company, any Guarantor or any
           Subsidiary that is a Significant Subsidiary of the Company or any
           group of Subsidiaries that, taken together, would constitute a
           Significant Subsidiary of the Company, or for all or substantially
           all of the property of the Company, any Guarantor or any Subsidiary
           that is a Significant Subsidiary of the Company, or any group of
           Subsidiaries that, taken together, would constitute a Significant
           Subsidiary of the Company, or

                (c) orders the liquidation of the Company, any Guarantor or any
           Subsidiary that is a Significant Subsidiary of the Company or any
           group of Subsidiaries that, taken together, would constitute a
           Significant Subsidiary of the Company,

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

           The term "Bankruptcy Law" means, title 11, U.S. Code or any similar
federal or state law for the relief of debtors, each as amended from time to
time. The term "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

           In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium



                                       42
<PAGE>   49
that the Company would have had to pay if the Company then had elected to redeem
the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law upon
the acceleration of the Notes. If an Event of Default occurs prior to January
15, 2001, by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to January 15, 2001, then the premium specified
below (expressed as a percentage of the principal amount that would otherwise be
due) shall also become immediately due and payable to the extent permitted by
law upon acceleration of the Notes:

<TABLE>
<CAPTION>
                  Year                                                Percentage
<S>                                                                   <C>     
                  1996..............................................   112.335%
                  1997..............................................   110.793%
                  1998..............................................   109.251%
                  1999..............................................   107.709%
                  2000..............................................   106.167%
</TABLE>

SECTION 6.02.   ACCELERATION.

           If any Event of Default (other than an Event of Default specified in
clauses (9) and (10) of Section 6.01 hereof) occurs and is continuing, the
Trustee by written notice to the Company, or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes by written notice to
the Company and the Trustee, may declare all Notes to be due and payable
immediately. Upon the effectiveness of such declaration, all amounts due and
payable on the Notes, as determined in the succeeding paragraphs, shall be due
and payable effective immediately. If an Event of Default specified in clause
(9) or (10) of Section 6.01 hereof occurs, all outstanding Notes shall ipso
facto become and be immediately due and payable immediately without further
action or notice within part of or by the Trustee or any Holder.

           In the event that the maturity of the Notes is accelerated pursuant
to this Section 6.02, 100% of the principal amount thereof shall become due and
payable plus premium, if any, accrued and unpaid interest, if any, to the date
of payment.

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 of, premium, if
any, or interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture and, in addition, may pursue any remedy available
under any of the Collateral Documents or otherwise available under applicable
law with respect to any of the Collateral.

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




                                       43
<PAGE>   50
SECTION 6.04.   WAIVER OF PAST DEFAULTS.

           Subject to Section 9.02 hereof, Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may
waive an existing Default or Event of Default and its consequences except a
continuing Default or Event of Default in the payment of the principal of,
premium, if any, or interest on any Note held by a non-consenting Holder. 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 and the Collateral Documents but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.   CONTROL BY MAJORITY.

           The Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for 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, or that the Trustee determines may be
unduly prejudicial to the rights of other Holders or that may involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction.

SECTION 6.06.   LIMITATION ON SUITS.

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

           (1) the Holder gives to the Trustee written notice of a continuing
      Event of Default or the Trustee receives such notice from the Company;

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

           (3) such Holder or Holders 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 aggregate
      principal amount of the then outstanding Notes do not give the Trustee a
      direction inconsistent with the request.

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

SECTION 6.07.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

           Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the
Note, 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 the
Holder.




                                       44
<PAGE>   51
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 or any Guarantor for the
whole amount of principal, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.

           The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due the Trustee under Section 7.07 hereof) and the Holders allowed in
any judicial proceedings relative to the Company or any Guarantor (or any other
obligor upon the Notes), their creditors or their property and shall be entitled
and empowered to collect, receive and distribute any money or securities or
other property payable or deliverable on any such claims and to distribute the
same, 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 of the Notes 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 thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.   PRIORITIES.

           If the Trustee collects or receives any money or securities or other
property pursuant to this Article, it shall pay out the money or securities or
other property in the following order:

           First: to the Trustee, its agents and counsel 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 for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind (including defaulted interest), according to the amounts
due and payable on the Notes for principal, premium, if any, and interest,
respectively;

           Third: without duplication, to Holders for any other obligations
owing to the Holders under the Notes, this Indenture or the Collateral
Documents; and




                                       45
<PAGE>   52
           Fourth: 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 such
payment to Holders.

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 such party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
aggregate principal amount of the then outstanding Notes.


                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01.   DUTIES OF TRUSTEE.

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

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

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

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

           (3) 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:

           (a) this paragraph does not limit the effect of paragraph (2) of this
      Section;

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




                                       46
<PAGE>   53
           (c) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05.

           (4) Whether or not therein expressly so provided, every provision of
this Indenture and the Collateral Documents that in any way relates to the
Trustee is subject to paragraphs (1), (2) and (3) of this Section.

           (5) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

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

SECTION 7.02.   RIGHTS OF TRUSTEE.

           Subject to TIA Section 315:

           (1) The Trustee may conclusively rely and shall be protected in
acting or refraining from acting 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.

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

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

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

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

           (6) Without limiting the provisions of Section 7.01(5), the Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of the Holders of a majority in
aggregate principal amount of the then outstanding Notes pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

           (7) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.



                                       47
<PAGE>   54
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, any
Subsidiary of the Company or any Affiliate of the foregoing with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.   TRUSTEE'S DISCLAIMER.

           The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture, the Notes or the Collateral
Documents, 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 hereof, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee and
it shall not be responsible for any statement or recital herein or any statement
in the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.   NOTICE OF DEFAULTS.

           If a Default or Event of Default occurs and is continuing and if it
is known by a Trust Officer of the Trustee, the Trustee shall mail to Holders 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 or interest
on any Note, the Trustee may withhold the notice if and so long as a Trust
Officer in good faith determines that withholding the notice is in the interests
of Holders. The Trustee shall comply with TIA Section 315(b).

SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS.

           Within 60 days after each May 15 beginning with the May 15, 1996
following the date hereof, the Trustee shall mail to Holders a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

           A copy of each report at the time of its mailing to Holders shall be
submitted to the SEC and each stock exchange, if any, on which the Notes are
listed. The Company shall promptly notify the Trustee when the Notes are listed
on or delisted by any stock exchange.

SECTION 7.07.   COMPENSATION AND INDEMNITY.

           The Company agrees to pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company agrees to 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,
including disbursements, advances and expenses made or incurred pursuant to the
Collateral Documents. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.




                                       48
<PAGE>   55
           The Company agrees to 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, except
as set forth in the next paragraph. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations hereunder
except to the extent the Company has been prejudiced thereby. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and, if the Company or the Trustee shall have been advised
by its respective counsel that representation of the Trustee and the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed), the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The provisions of this
paragraph shall survive the satisfaction and discharge of this Indenture.

           The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own gross negligence or
willful misconduct.

           The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and the Collateral Documents.

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

           When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(9) or (10) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08.   REPLACEMENT OF TRUSTEE.

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

           The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Company.

The Company may remove the Trustee at its discretion or if:

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

           (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.




                                       49
<PAGE>   56
           If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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

           Subject to the provision of TIA Section 315(e), if the Trustee after
written request by any Holder who has been a bona fide holder of a Note or Notes
for at least six months fails to comply with Section 7.10, such Holder, on
behalf of himself and others similarly situated, may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

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

SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.

           There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee powers, shall be subject to supervision or examination by Federal or
state authority and shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.

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

SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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




                                       50
<PAGE>   57
                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

SECTION 8.01.   DEFEASANCE AND DISCHARGE OF THIS INDENTURE AND THE NOTES.

           (a) The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
with respect to the Notes, 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.

           (b) If the Company and all of the Guarantors, if any, elect to have
either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8, then upon
request of the Company and all of the Guarantors, if any, and after the
effective time of such Legal Defeasance or Covenant Defeasance, the Trustee
shall release all Collateral subject to a Lien held by the Trustee pursuant to
the Collateral Documents other than the defeasance trust (as defined in Section
8.04 hereof).

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 the Guarantors, if any, shall
be deemed to have been discharged from their obligations with respect to all
outstanding Notes and Subsidiary Guarantees thereof, if any, on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, such Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (i) and (ii) of this Section 8.02, and to have satisfied
all its other obligations under such Notes and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, premium,
if any, and interest on such Notes when such payments are due solely from
amounts deposited with the Trustee as provided in Section 8.04 hereof, (ii) the
Company's and the Guarantors' obligations with respect to the Notes under
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.11 and 4.02 hereof, (iii) the rights,
powers, trusts, duties, indemnities and immunities of the Trustee and the
Company's obligations in connection therewith and (iv) this Article 8.

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, if any, shall
be released from their obligations under the covenants contained in Sections
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.18, 4.22, 4.23 5.01,
11.02 and the Collateral Documents (other than with respect to any
indemnification obligations contained in the Environmental Indemnity Agreement)
with respect to the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Notes, the Company and the Guarantors may omit



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<PAGE>   58
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01(3) hereof but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, any event described in Sections 6.01(4) through
6.01(10) hereof shall not constitute Events of Default.

SECTION 8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

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

           (i) the Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 7.10 hereof who shall agree to comply with the provisions of
      this Article 8 applicable to it), in trust (the "defeasance trust"), for
      the purpose of making the following payments, specifically pledged as
      security for, and dedicated solely to, the benefit of the Holders of such
      Notes, (a) cash in United States dollars in an amount, or (b) non-callable
      Government Securities which through the scheduled payment of principal and
      interest in respect thereof in accordance with their terms will provide,
      not later than one day before the due date of any payment, cash in United
      States dollars in an amount, or (c) a combination thereof, in such
      amounts, as will be sufficient, in the opinion of a nationally recognized
      firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge and
      which shall be applied by the Trustee (or other qualifying trustee) to pay
      and discharge the principal of, premium, if any, and interest (including
      defaulted interest) on the outstanding Notes and any other obligations
      owing to the Holders of the Notes, under the Notes, this Indenture or the
      Collateral Documents on the stated maturity or on the applicable
      redemption date, as the case may be, of such principal or installment of
      principal of, premium, if any, and interest on the outstanding Notes,
      provided that the Trustee shall have been irrevocably instructed to apply
      such money or the proceeds of such non-callable Government Securities to
      said payments with respect to the Notes;

           (ii) in the case of an election under Section 8.02 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States (which counsel may be an employee of the Company or any
      Subsidiary of the Company) reasonably acceptable to the Trustee confirming
      that (A) the Company has received from, or there has been published by,
      the Internal Revenue Service a ruling or (B) since the Issuance Date,
      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 time, as would have been
      the case if such Legal Defeasance had not occurred;

           (iii) in the case of an election under Section 8.03 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States (which counsel may be an employee of the Company or any
      Subsidiary of the Company) 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



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<PAGE>   59
      same amounts, in the same manner and at the same times as would have been
      the case if such Covenant Defeasance had not occurred;

           (iv) no Default or Event of Default with respect to the Notes 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 applied
      to such deposit) or, insofar as Section 6.01(9) or 6.01(10) hereof is
      concerned, at any time in the period ending on the 91st day after the date
      of such deposit (or greater period of time in which any such deposit of
      trust funds may remain subject to bankruptcy or insolvency laws insofar as
      those apply to the deposit by the Company) (it being understood that this
      condition shall not be deemed satisfied until the expiration of such
      period);

           (v) such Legal Defeasance or Covenant Defeasance shall 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;

           (vi) in the case of an election under either Section 8.02 or 8.03
      hereof, the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that, assuming no intervening bankruptcy of the
      Company between the date of deposit and the 91st day following the deposit
      and assuming no Holder of the Notes is an insider of the Company, after
      the 91st day following the deposit, as of the date of such opinion, the
      trust funds will not be subject to avoidance under Section 547 of the
      United States Bankruptcy Code (or any successor provision thereto) and
      related judicial decisions or any other applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors' rights generally under
      any United States or state law;

           (vii) in the case of an election under either Section 8.02 or 8.03
      hereof, the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit made by the Company pursuant to its
      election under Section 8.02 or 8.03 hereof was not made by the Company
      with the intent of preferring the Holders of Notes over other creditors of
      the Company or with the intent of defeating, hindering, delaying or
      defrauding creditors of the Company or others; and

           (viii) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel in the United States (which counsel
      may be an employee of the Company or any Subsidiary of the Company), each
      stating that all conditions precedent provided for relating to either the
      Legal Defeasance under Section 8.02 hereof or the Covenant Defeasance
      under Section 8.03 hereof (as the case may be) have been complied with as
      contemplated by this Section 8.04.

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
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.



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<PAGE>   60
           The Company and the Guarantors, if any, shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal, premium, if any, and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.

           Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request 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(i) hereof), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06.  REPAYMENT TO THE COMPANY.

           The Trustee shall promptly pay to the Company after request therefor
any excess money held at such time in excess of amounts required to pay any of
the Company's Obligations then owing with respect to the Notes.

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

SECTION 8.07  REINSTATEMENT.

           If the Trustee or Paying Agent is unable to apply any cash 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 obligations of the Company and the Guarantors, if any,
under this Indenture, the Notes and the Subsidiary Guarantees, if any, shall 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 or any Guarantor makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company or such Guarantor shall be
subrogated to the rights of the Holders of such Note to receive such payment
from the money held by the Trustee or Paying Agent.




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<PAGE>   61
                                    ARTICLE 9
                                   AMENDMENTS

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS.

           The Company, any Guarantor and the Trustee, as applicable, may amend
or supplement this Indenture, the Notes, and Subsidiary Guarantee and the
Collateral Documents without the consent of any Holder:

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

           (2)  to comply with Section 5.01;

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

           (4) to provide for the assumption of the Company's obligations to
      Holders of the Notes under this Indenture or any Guarantor's obligations
      under its Subsidiary Guarantee in the case of a merger, consolidation or
      sale of assets involving the Company or such Guarantor, as applicable,
      pursuant to Article 5 or Article 11 hereof;

           (5) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes (including providing for Subsidiary
      Guarantees and any supplemental indenture required pursuant to Section
      4.15 hereof) or that does not adversely affect the legal rights under the
      Indenture of any such Holder;

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

           (7) to enter into additional or supplemental Collateral Documents or
to amend any Collateral Documents to evidence a Lien on any additional
Collateral securing the Notes, including the Additional Notes, if any.

           Upon the request of the Company and any Restricted Subsidiary, in its
capacity as a Guarantor, accompanied by a resolution of the Board of Directors
of the Company or such Restricted Subsidiary, as applicable, authorizing the
execution of any such supplemental indenture or supplemental Collateral
Document, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee shall join with the Company and any such Restricted
Subsidiary in the execution of any supplemental indenture or supplemental
Collateral Document authorized or permitted by the terms of this Indenture and
to make any further appropriate agreements and stipulations which may be therein
contained, but the Trustee shall not be obligated to enter into such
supplemental indenture or supplemental Collateral Document which adversely
affects its own rights, duties or immunities under this Indenture, the
Collateral Documents or otherwise.

SECTION 9.02.   WITH CONSENT OF HOLDERS.

           Except as provided below in this Section 9.02, the Company, any
Guarantor and the Trustee together may amend this Indenture, the Notes, any
Subsidiary Guarantee or the Collateral Documents with the written consent of the
Holders of at least a majority in aggregate principal amount of the then




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<PAGE>   62
outstanding Notes (including consents obtained in connection with a purchase of
or a tender offer or exchange offer for Notes).

           Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company, authorizing the execution of any such
supplemental indenture or supplemental Collateral Document, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents described
in Section 9.06 hereof, the Trustee shall join with the Company and any
Guarantor, as the case may be, in the execution of such supplemental indenture
or supplemental Collateral Document unless such supplemental indenture or
supplemental Collateral Document adversely affects the Trustee's own rights,
duties or immunities under this Indenture, the Collateral Documents or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture or supplemental Collateral
Document.

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

           After an amendment or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of each Note affected thereby a
notice briefly describing the amendment or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture 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 (including consents obtained in connection
with a purchase of or a tender offer or exchange offer for Notes) may waive any
existing default or compliance in a particular instance by the Company or any
Guarantor with any provision of this Indenture, the Notes or the Collateral
Documents. However, without the consent of each Holder affected, an amendment or
waiver under this Section 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 waive any of the provisions with respect to the redemption of the
      Notes;

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

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

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

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




                                       56
<PAGE>   63
           (7) release all or substantially all of the Collateral from the Lien
      of the Indenture or the Collateral Documents;

           (8)  waive a redemption payment with respect to any Note;

           (9)  make any change in Section 6.04 or 6.07 hereof;

           (10) except pursuant to Article 8 or pursuant to Section 11.04,
      release any Guarantor from its obligations under a Subsidiary Guarantee,
      or change any Subsidiary Guarantee in any manner that would adversely
      affect the Holders in any material respect; or

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

           In addition, without the consent of at least 662/3% in principal
amount of the Notes then outstanding, an amendment or waiver may not make any
change to, or be effective with respect to, Section 4.14 hereof.

SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.

           Every amendment to this Indenture or the Notes shall be set forth in
an amendment or supplemental indenture that complies with the TIA as then in
effect.

SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS.

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

           The Company may fix a record date for determining which Holders must
consent to such amendment or waiver. If the Company fixes a record date, the
record date shall be fixed at (i) the later of 30 days prior to the first
solicitation of such consent or the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 2.06, or
(ii) such other date as the Company shall designate.

SECTION 9.05.   NOTATION ON OR EXCHANGE OF NOTES.

           The Trustee may place an appropriate notation about an amendment or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall authenticate new Notes that reflect the
amendment or waiver.

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




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<PAGE>   64
SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC.

           The Trustee shall sign any amendment or supplemental indenture or
supplemental Collateral Document authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment or supplemental indenture or supplemental Collateral
Document, the Trustee shall be entitled to receive, and, subject to Section 7.01
hereof, shall be fully protected in relying upon, an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture or supplemental Collateral Document is authorized or permitted by this
Indenture or the Collateral Documents, that it is not inconsistent herewith, and
that it will be valid and binding upon the Company in accordance with its terms.
The Company may not sign an amendment or supplemental indenture or supplemental
Collateral Document until the Board of Directors of the Company or any
Restricted Subsidiary in its capacity as a Guarantor, as applicable, approves
it.


                                   ARTICLE 10
                             COLLATERAL AND SECURITY

SECTION 10.01.  COLLATERAL AND SECURITY.

           The due and punctual payment of the principal of, premium, if any,
and interest on the Notes when and as the same shall be due and payable, whether
on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of, interest (to
the extent permitted by law), if any, on the Notes and performance of all other
Obligations of the Company to the Holders or the Trustee under this Indenture
and the Notes, according to the terms hereunder or thereunder, shall be secured
as provided in the Collateral Documents. Each Holder, by its acceptance of a
Note, consents and agrees to the terms of the Collateral Documents (including,
without limitation, the provisions providing for foreclosure and release of
Collateral) as the same may be in effect or may be amended from time to time in
accordance with the terms thereof and hereof and authorizes and directs the
Trustee to enter into each of the Collateral Documents and to perform its
respective obligations and exercise its respective rights thereunder in
accordance therewith. The Company will do or cause to be done all such acts and
things as may be necessary or proper, or as may be required by the provisions of
the Collateral Documents, to assure and confirm to the Trustee the security
interest in the Collateral contemplated hereby and by the Collateral Documents,
as from time to time constituted, so as to render the same available for the
security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed. The Company shall take
any and all actions reasonably required to cause the Collateral Documents to
create and maintain, as security for the Obligations of the Company under this
Indenture and the Notes, valid and enforceable, perfected (except as expressly
provided therein and for such liens that can not be perfected by the filing of a
mortgage or financing statement in an appropriate office) Liens in and on all
the Collateral, in favor of the Trustee, superior to and prior to the rights of
all third persons, and subject to no other Liens, other than as provided herein
and therein.

SECTION 10.02.  RECORDING, TITLE INSURANCE, ETC.

           (a) The Company shall furnish to the Trustee promptly after the
execution and delivery of this Indenture an Opinion of Counsel either (i)
stating that in the opinion of such counsel, assuming the taking of certain
actions with respect to the recording, registering and filing of this Indenture,
financing statements or other instruments, the Lien intended to be created by
the Collateral Documents will become



                                       58
<PAGE>   65
effective, and reciting the details of such action, or (ii) stating that, in the
opinion of such counsel, no such action is necessary to make such Lien
effective.

           (b) The Company shall furnish to the Trustee within 3 months after
each anniversary of the date of this Indenture, an Opinion of Counsel, dated as
of such date, stating either that (i) in the opinion of such counsel, all action
has been taken with respect to the recording, registering, filing, re-recording,
re-registering and refiling of this Indenture and all supplemental indentures,
financing statements, continuation statements or other instruments of further
assurance as is necessary to maintain the Lien of the Collateral Documents and
reciting the details of such action or (ii) in the opinion of such counsel, no
such action is necessary to maintain such Lien.

           (c) The Company shall furnish to the Trustee promptly after the
execution and delivery of this Indenture (or promptly after the imposition of a
Lien on Substitute Collateral or Qualified Collateral which constitutes real
property) the commitment of a title insurance company reasonably satisfactory to
the Trustee agreeing to issue to the Trustee, for the benefit of the Holders,
lenders policies of title insurance relating to the Collateral.

SECTION 10.03.  PROTECTION OF THE TRUST ESTATE.

            The Trustee shall have the power to enforce the obligations of the
Company and the Restricted Subsidiaries under this Indenture or the Collateral
Documents, to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral under any of the
Collateral Documents and in the profits, rents, revenues and other income
arising therefrom, including the power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair any Collateral or be prejudicial to the interests of
the Holders or the Trustee, to the extent permitted thereunder. Upon receipt of
notice that the Company is not in compliance with any of the requirements of the
Deeds of Trust, with respect to maintenance of insurance, the Trustee may, but
shall have no obligation to purchase, at the Company's expense, such insurance
coverage necessary to comply with the appropriate section of the respective
Collateral Documents.

SECTION 10.04.  RELEASE OF LIEN.

           (a) Collateral may be released from the Lien and security interest
created by this Indenture and the Collateral Documents at any time or from time
to time in accordance with the provisions of the Collateral Documents and as
provided hereby. Concurrently with the payment in full of all of the Company's
Obligations under the Notes, this Indenture and the Collateral Documents (other
than with respect to any indemnification obligations), the Collateral shall be
released from the Lien and security interest created by this Indenture

           (b) Upon the request of the Company pursuant to an Officers'
Certificate certifying that all conditions precedent hereunder have been met
(and at the sole cost and expense of the Company) and upon the satisfaction of
such conditions precedent hereunder, the Trustee, must release (upon presentment
to it of documents in execution forms adequate to effect the requested release)
(i) Collateral which is sold, disposed of, or is the subject of a Restricted
Payment (other than any such sale, disposition or Restricted Payment to the
Company or any Restricted Subsidiary) provided such transaction is or will be in
accordance with all of the provisions of this Indenture including, without
limitation, the requirement that the Net Proceeds from such Asset Sale are or
will be applied in accordance with Section 4.10 hereof, to



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<PAGE>   66
the extent applicable, and that no Default or Event of Default has occurred or
would be continuing immediately following such release, (ii) Collateral which
may be released with the consent of the Holders pursuant to Article 9 hereof and
(iii) all Collateral (except as provided in Article 8 hereof) upon discharge or
defeasance of this Indenture in accordance with Article 8 hereof.
Notwithstanding any provision in any Collateral Document to the contrary, the
Trustee shall have no obligation or discretion to release any Collateral from
the Lien created by this Indenture or any Collateral Document unless all
conditions precedent under the Indenture, including those contained in this
Section 10.04, have been met.

           (c) Upon receipt of such Officers' Certificate, the Trustee must
execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release presented to it for execution to evidence
the release of any Collateral permitted to be released pursuant to this
Indenture or the Collateral Documents.

           (d) The release of any Collateral from the terms of this Indenture
and the Collateral Documents will not be deemed to impair the security under
this Indenture in contravention of the provisions hereof if and to the extent
the Collateral is released pursuant to the terms hereof. To the extent
applicable, the Company and any other obligor shall cause TIA Section 314(d)
relating to the release of property from the Lien arising out of the Collateral
Documents to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company; provided, however, that
to the extent required by TIA Section 314(d), any such certificate or opinion
shall be made by an independent engineer, appraiser or other expert (as such
terms are set forth in TIA Section 314(d)), who is not an Affiliate of the
Company or any Restricted Subsidiary of the Company.

           Whenever Collateral is to be released pursuant to this Section 10.04,
the Trustee will execute any reasonable document or termination statement
presented to it in execution form necessary to release the Lien of this
Indenture and Collateral Documents.

SECTION 10.05.  COLLATERAL AGENT.

           The Trustee may, from time to time, appoint one or more Collateral
Agents hereunder. Each of such Collateral Agents may be delegated any one or
more of the duties or rights of the Trustee hereunder or under the Collateral
Documents or which are specified in any Collateral Documents, including without
limitation, the right to hold any Collateral in the name of, registered to, or
in the physical possession of such Collateral Agent, for the ratable benefit of
the Holders. Each such Collateral Agent shall have such rights and duties as may
be specified in an agreement between the Trustee and such Collateral Agent.

SECTION 10.06.  AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
                COLLATERAL DOCUMENTS.

           Each Holder, by acceptance of a Note, authorizes and directs the
Trustee to enter into the Collateral Documents. The Trustee may, in its sole
discretion and without the consent of the Holders, on behalf of the Holders,
take all actions it deems necessary or appropriate in order to (a) enforce any
of the terms of the Collateral Documents and (b) collect and receive any and all
amounts payable in respect of the Obligations of the Company hereunder. The
Trustee in its own name or through a Collateral Agent shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Collateral by any acts that may be unlawful or in
violation of the Collateral Documents or this Indenture, and such suits and
proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Collateral (including



                                       60
<PAGE>   67
the power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders or of the Trustee).

SECTION 10.07.  AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE 
                COLLATERAL DOCUMENTS.

           The Trustee is authorized to receive in its own name or through any
Collateral Agent any funds for the benefit of the Holders distributed under the
Collateral Documents, and to make further distributions of such funds to the
Holders according to the provisions of this Indenture.


                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

SECTION 11.01.  SUBSIDIARY GUARANTEES.

           The Company's Obligations under the Notes, this Indenture and the
Collateral Documents will be jointly and severally guaranteed by any Restricted
Subsidiary (a "Guarantor") which is required to execute and deliver a
supplemental indenture pursuant to Section 4.15 hereof (the "Subsidiary
Guarantees"). Subject to the provisions of this Article 11, any such Guarantor
will, jointly and severally, unconditionally guarantee 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 under this Indenture or the Notes,
that: (i) the principal of, premium, if any, and interest on the Notes will be
paid in full when due, whether at the maturity or interest payment or mandatory
redemption date, by acceleration, call for redemption, offer to purchase or
otherwise, and interest on the overdue principal of, premium, and interest, if
any, on the Notes and all other Obligations of the Company to the Holders or the
Trustee under this Indenture, the Collateral Documents, or the Notes will be
promptly paid in full or performed, all in accordance with the terms of this
Indenture, the Collateral Documents, and the Notes; (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
Obligations, they will be paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at maturity, by acceleration or
otherwise; and (iii) any and all costs and expenses (including reasonable
attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights
under any Subsidiary Guarantee will be paid. Failing payment when due of any
amount so guaranteed for whatever reason, any Guarantor will be obligated (
subject to any grace periods allowed pursuant to Section 6.01 hereof) to pay the
same whether or not such failure to pay has become an Event of Default which
could cause acceleration pursuant to Section 6.02 hereof. An Event of Default
under this Indenture or the Notes shall constitute an event of default under any
Subsidiary Guarantee, and shall entitle the Holders of Notes to accelerate the
Obligations of any Guarantor hereunder in the same manner and to the same extent
as the Obligations of the Company. Any Guarantor will agree that its Obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of any Guarantor.
Any Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of either or both
of the Company, protest, notice and all demands whatsoever and covenants that
its Subsidiary Guarantee will not be



                                       61
<PAGE>   68
discharged except by complete performance of its Obligations under the Notes and
this Indenture. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
any Guarantor any amount paid by any such entity to the Trustee or such Holder,
any Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Any Guarantor agrees that it shall not be
entitled to any right of subrogation in relation to the Holder in respect of any
Obligations guaranteed hereby until payment in full of all Obligations
guaranteed hereby. Any Guarantor will agree that, as between it, on the one
hand, and the Holders of Notes and the Trustee, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes hereof, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any acceleration of such Obligations
as provided in Article 6 hereof, such Obligations (whether or not due and
payable) shall forthwith become due and payable by such Guarantor for the
purpose of such Subsidiary Guarantee. A Guarantor 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 Holder under its Subsidiary Guarantee.

SECTION 11.02.  WHEN A GUARANTOR MAY MERGE, ETC.

           No Guarantor shall consolidate or merge with or into (whether or not
such Guarantor is the surviving person), another corporation, Person or entity
whether or not affiliated with such Guarantor unless:

           (i) the person formed by or surviving any such consolidation or
      merger (if other than such Guarantor) assumes all the Obligations of such
      Guarantor pursuant to a supplemental indenture in the form of Exhibit B
      hereto and appropriate Collateral Documents in form and substance
      reasonably satisfactory to the Trustee, under the Notes, this Indenture
      and the Collateral Documents;

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

           (iii) such Guarantor or any person formed by or surviving any such
      consolidation or merger, (A) will have Consolidated Net Worth (immediately
      after giving effect to such transaction) equal to or greater than the
      Consolidated Net Worth of such Guarantor immediately preceding the
      transaction and (B) would be permitted by virtue of the Company's Fixed
      Charge Coverage Ratio set forth in the first paragraph of Section 4.09
      hereof to incur, immediately after giving effect to such transaction, at
      least $1.00 of additional Indebtedness.

           The Guarantor shall deliver to the Trustee prior to the consummation
of the proposed transaction an Officers' Certificate to the foregoing effect and
an Opinion of Counsel, covering clauses (i) and (ii) (in the case of clause
(ii), to such counsel's knowledge), stating that the proposed transaction and
such supplemental indenture comply with this Indenture. The Trustee shall be
entitled to conclusively rely upon such Officers' Certificate and Opinion of
Counsel.

           Notwithstanding the foregoing, (A) a Guarantor may consolidate with
or merge with or into the Company; provided, however, that the surviving
corporation (if other than the Company) shall expressly assume by supplemental
indenture complying with the requirements of this Indenture, the due and
punctual payment of the principal of, premium, if any, and interest on all of
the Notes, and the due and



                                       62
<PAGE>   69
punctual performance and observance of all the covenants and conditions of this
Indenture and the Collateral Documents to be performed by the Company and (B) a
Guarantor may consolidate with or merge with or into any other Guarantor.

SECTION 11.03.  LIMITATION OF GUARANTOR'S LIABILITY.

           For purposes of the this Article 11 and any Subsidiary Guarantee,
each Guarantor's liability will be that amount from time to time equal to the
aggregate liability of such Guarantor hereunder and thereunder, but shall be
limited to the least of (i) the aggregate amount of the obligations of the
Company under the Notes and this Indenture or (ii) the amount, if any, which
would not have (A) rendered such Guarantor "insolvent" (as such term is defined
in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State
of New York) or (B) left it with unreasonably small capital at the time its
Subsidiary Guarantee was entered into, after giving effect to the incurrence of
existing Indebtedness immediately prior to such time; provided that, it shall be
a presumption in any lawsuit or other proceeding in which a Guarantor is a party
that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount
set forth in clause (i) above unless any creditor, or representative of
creditors of such guarantor, or debtor in possession or trustee in bankruptcy of
the Guarantor, otherwise proves in such a lawsuit that the aggregate liability
of the Guarantor is limited to the amount set forth in clause (ii). In making
any determination as to the solvency or sufficiency of capital of a Guarantor in
accordance with the previous sentence, the right of such Guarantor to
contribution from other Guarantors and any other rights such Guarantor may have,
contractual or otherwise, shall be taken into account.

SECTION 11.04.  RELEASE OF A GUARANTOR.

           Concurrently with the payment in full of all of the Company's
Obligations under the Notes, this Indenture and the Collateral Documents (other
than with respect to any indemnification obligations), each Guarantor shall be
released from and relieved of its Obligations under this Article 11. In the
event of a sale or other disposition of all of the assets of any Guarantor,
which sale or other disposition is otherwise in compliance with the terms of
this Indenture, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such Guarantor
(in the event of a sale or other disposition, by way of such a 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 of the assets of such Guarantor) will be automatically and
unconditionally released and relieved of any obligations under its Subsidiary
Guarantee. The Trustee shall deliver an appropriate instrument evidencing any
such release under this Section 11.04 upon receipt of a request by the Company
accompanied by an Officers' Certificate and an Opinion of Counsel certifying as
to the compliance with this Section 11.04. The provisions of Section 11.02 shall
not apply to any merger or consolidation pursuant to which a Guarantor is
released from its Obligations under this 11.04.


                                   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 operation of TIA Section 318(c), the imposed duties
shall control.




                                       63
<PAGE>   70
SECTION 12.02.  NOTICES.

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

           If to the Company:

           Prime Hospitality Corp.
           700 Route 46 East
           P.O. Box 2700
           Fairfield, N.J. 07007-2700
           Attention:  Corporate Secretary
           Telecopier No.:  (201) 882-8577

           With a copy to:

           Willkie Farr & Gallagher
           One Citicorp Center
           153 East 53rd Street
           New York, N.Y. 10022
           Attention: William N. Dye, Esq.
           Telecopier No.:   (212) 821-8111

           If to the Trustee:

           Norwest Bank Minnesota, National Association
           Sixth Street & Marquette Avenue
           Minneapolis, MN 55479-0069
           Attention:  Corporate Trust
           Telecopier No.:  (612) 667-9825

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

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

           Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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




                                       64
<PAGE>   71
           If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

SECTION 12.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

           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 shall include the statements set forth
      in Section 12.05) 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 complied with; and

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

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 Section 4.04 and TIA Section 314(a)(4)) shall 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 has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

           (4) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been complied with; provided, however, that
      with respect to matters of fact an Opinion of Counsel may rely on an
      Officers' Certificate or certificate 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.



                                       65
<PAGE>   72
SECTION 12.07.  LEGAL HOLIDAYS.

           A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions in The City of New York are authorized or obligated 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.

SECTION 12.08.  RECOURSE AGAINST OTHERS.

           No director, officer, partner, employee, agent, manager, stockholder,
incorporator or other Affiliate, as such, of the Company or of a Guarantor, if
any, shall have any liability for any obligations of the Company or any
Guarantor under the Notes or the Indenture or a Subsidiary Guarantee, if any, or
for any claim based upon, 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 issuance of
the Notes. Notwithstanding the foregoing, nothing in this provision shall be
construed as a waiver or release of any claims under the federal securities
laws.

SECTION 12.09.  DUPLICATE ORIGINALS.

           The parties may sign any number of copies of this Indenture. One
signed copy is enough to prove this Indenture.

SECTION 12.10.  GOVERNING LAW.

           The internal law of the State of New York shall govern and be used,
without reference to its choice of law principles (other than Sec. 5-1401 of the
General Obligation Law), to construe this Indenture, the Notes and any
Subsidiary Guarantees.

SECTION 12.11.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 12.12.  SUCCESSORS.

           All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 12.13.  SEVERABILITY.

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




                                       66
<PAGE>   73
SECTION 12.14.  COUNTERPART ORIGINALS.

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

SECTION 12.15.  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 hereof and shall in no way
modify or restrict any of the terms or provisions hereof.


                            [signature page follows]




                                       67
<PAGE>   74
           IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
written above.

                                   SIGNATURES

                                      PRIME HOSPITALITY CORP.





                                      By:
                                         -----------------------------

                                      Its:
                                         -----------------------------



                                      NORWEST BANK MINNESOTA, NATIONAL
                                      ASSOCIATION, as Trustee



                                      By:
                                         -----------------------------

                                      Its:
                                         -----------------------------




                                       68
<PAGE>   75
                                    EXHIBIT A

                                 (Face of Note)

                       9 1/4% First Mortgage Note due 2006

No.                                                                  $__________

                             PRIME HOSPITALITY CORP.


promises to pay to _____________________________ or registered assigns, the 
principal sum of _____________________________ Dollars on January 15, 2006.

                 Interest Payment Dates: January 15 and July 15.

                       Record Dates: January 1 and July 1.




                                        Dated:


                                        PRIME HOSPITALITY CORP.


                                        By:______________________________
                                            Name:
                                            Title:



Trustee's Certificate of Authentication:



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


NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee

By:__________________________________




                                       A-1
<PAGE>   76
                                 (Back of Note)

                       9 1/4% First Mortgage Note due 2006

                                       of

                             Prime Hospitality Corp.


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

           1. INTEREST. Prime Hospitality Corp., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this 9 1/4%
First Mortgage Note due 2006 (the "Note") at the rate and in the manner
specified below.

           The Company shall pay interest on the principal amount of this Note
in cash at the rate per annum shown above. The Company shall pay interest
semi-annually on each January 15 and July 15, commencing July 15, 1996, or if
any such day is not a Business Day (as defined in the Indenture referred to
below), on the next succeeding Business Day (each an "Interest Payment Date").

           Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months for the actual number of days elapsed. Interest shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of the original issuance of this Note. To
the extent lawful, the Company shall pay interest on overdue principal and
premium at the rate of 1% per annum in excess of the then applicable interest
rate on this Note; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) at the same rate to the extent
lawful.

           2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 1 and July 1 next preceding the Interest
Payment Date, even if such Notes are cancelled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.13 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders.
Such payment shall be in such coin or currency of the United Sates of America as
at the time of payment is legal tender for payment of public and private debts.

           3. PAYING AGENT AND REGISTRAR. Initially, Norwest Bank Minnesota,
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company, any Guarantor or any other of its
Subsidiaries may act in any such capacity.

           4. INDENTURE. The Company issued the Notes under an Indenture dated
as of January 23, 1996 (the "Indenture") among the Company, as issuer, and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 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. The terms of the Indenture shall govern any inconsistencies between
the Indenture and the Notes. The Notes are secured by the Collateral pursuant to
the Collateral Documents referred to in the Indenture.

           5. OPTIONAL REDEMPTION. On or after January 15, 2001, the Company may
redeem all or any portion of the Notes, at any time upon not less than 30 nor
more than 60 days' notice, at the redemption


                                       A-2
<PAGE>   77
prices (expressed as percentages of principal amount) set forth below (the
"Redemption Percentages") plus accrued and unpaid interest thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on January 15 of the years indicated below:

<TABLE>
<CAPTION>
      Year                                                            Percentage
      ----                                                            ----------
<S>                                                                   <C>     
      2001 .........................................................    104.625%
      2002 .........................................................    103.083%
      2003 .........................................................    101.542%
      2004 and thereafter...........................................    100.000%
</TABLE>

      Notwithstanding the foregoing, prior to January 15, 1999, the Company may
redeem, on any one or more occasions, with the net cash proceeds of any public
offering of its common equity (within 60 days of the consummation of any such
public offering), up to $30.0 million in aggregate principal amount of the Notes
at a redemption price equal to 109.25% of the principal amount of such Notes
plus accrued and unpaid interest thereon, if any, to the redemption date;
provided, however, that at least $100.0 million in aggregate principal amount of
Notes (including Additional Notes, if any) must remain outstanding immediately
following any such redemption.

           6. OFFERS TO PURCHASE. Subject to the Company's obligation to make an
offer to purchase Notes in connection with Asset Sales and a Change of Control
(as described in the Indenture), the Company has no mandatory redemption or
sinking fund obligations with respect to the Notes. Notice of any such offer to
purchase will be given as provided in the Indenture. Holders of Notes that are
the subject of an offer to purchase may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" appearing
below and taking certain other actions, all as set forth in the Indenture.

           7. 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.

           8. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of $1,000
of principal amount. 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 to pay any taxes and fees required by law or permitted by
the Indenture. The Company shall not be required to exchange or register the
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 of the Indenture
and ending at the close of business on the day of selection, or to exchange or
register any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part, or to exchange or
register a Note between a record date and the next succeeding Interest Payment
Date.

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

           10. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. The Change of
Control purchase feature of the Notes may not be amended or waived without the
consent of at least 662/3% in principal amount of the Notes then outstanding.
Without the consent of any Holder of a Note, the Indenture or the Notes may be
amended or supplemented to cure

                                       A-3
<PAGE>   78
any ambiguity, defect or inconsistency, to comply with Section 5.01, to provide
for uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
under the Indenture or any Guarantor's Obligations under its Subsidiary
Guarantee in the case of a merger, consolidation or sale of assets involving the
Company or such Guarantor, as applicable, pursuant to Article 5 or Article 11 of
the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes (including providing for Subsidiary
Guarantees and any supplemental indenture required pursuant to Section 4.15 of
the Indenture) or that does not adversely affect the legal rights under the
Indenture of any such Holder, to comply with requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA and to enter
into additional or supplemental Collateral Documents to evidence a Lien on any
additional Collateral securing the Notes.

           11. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of the principal of or premium, if any, on the Notes; (iii)
failure by the Company or any Restricted Subsidiaries of the Company to comply
with Sections 3.09, 4.07, 4.09, 4.10, 4.14 or 5.01 of the Indenture; (iv)
failure by the Company or any Guarantor for 60 days in the performance of any
other covenant, warranty or agreement in the Indenture or the Notes after
written notice shall have been given to the Company by the Trustee or to the
Company and the Trustee from Holders of at least 25% in principal amount of the
Notes then outstanding; (v) default under (a) Non- Recourse Indebtedness of the
Company or any of its Restricted Subsidiaries with an aggregate principal amount
in excess of 10% of the aggregate assets of the Company and its Restricted
Subsidiaries measured as of the end of the Company's most recent fiscal quarter
for which internal financial statements are available immediately preceding the
date on which such default occurred, determined on a pro forma basis, or (b) any
other 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 Issuance Date and,
in each case, the principal amount of which, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default (as
defined below) or the maturity of which has been so accelerated, aggregates
$10.0 million or more, which default, in either case, (x) is caused by a failure
to pay when due principal of or premium, if any, or interest 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 (y) results in
the acceleration of such Indebtedness prior to its express maturity or shall
constitute a default in the payment of such issue of Indebtedness at final
maturity of such issue; (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments rendered against them (other than judgment
liens without recourse to any assets or property of the Company or any of its
Restricted Subsidiaries other than assets or property securing Non- Recourse
Indebtedness) aggregating in excess of $10.0 million, which judgments are not
paid, discharged or stayed for a period of 90 days (other than any judgments as
to which a reputable insurance company has accepted full liability); (vii)
breach by the Company of any material representation or warranty set forth in
any of the Collateral Documents, or default by the Company for 30 days in the
performance of any covenant set forth in the Collateral Documents after written
notice shall have been given to the Company by the Trustee or to the Company and
the Trustee from Holders of at least 25% in principal amount of the Notes then
outstanding, or the repudiation by the Company of its obligations under, or the
unenforceability of any of the Collateral Documents for any reason that would
materially impair the benefits to the Trustee or the Holders of the Notes
thereunder; (viii) except as permitted by the Indenture, any Subsidiary
Guarantee with respect to the Notes shall be held in a judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor (or its successors or assigns), or any Person acting on
behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm
its Obligations or shall fail to comply with any Obligations under its
Subsidiary Guarantee; and (ix) certain events of bankruptcy or insolvency with
respect to the Company, any Guarantor or any of the Company's Subsidiaries that
would constitute a Significant Subsidiary or any group of the Company's
Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising


                                      A-4
<PAGE>   79
from certain events of bankruptcy or insolvency, with respect to the Company,
any of its Subsidiaries that would constitute a Significant Subsidiary or any
group of its Subsidiaries that, taken together, would constitute a Significant
Subsidiary or any Guarantor, all outstanding Notes will become due and payable
without further action or notice. Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Notes may rescind any
acceleration with respect to the Notes and its consequences. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Notes. The Company must furnish an annual
compliance certificate to the Trustee.

           12. SUBSIDIARY GUARANTEES. Payment of principal, premium, if any, and
interest (including interest on overdue principal and overdue interest, if
lawful) on the Notes will be unconditionally guaranteed by the Guarantors, if
any, pursuant to, and subject to the terms of, Article 11 of the Indenture.

           13. SECURITY. The Notes will be secured by the Collateral as provided
by the Collateral Documents and the Indenture. From time to time the Collateral
may be released in accordance with the terms of the Indenture and the Collateral
Documents.

           14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, shareholder or agent of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, the Subsidiary Guarantees or the 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.

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

           16. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

           17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Note 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. Requests may be made to:

                Prime Hospitality Corp.
                700 Route 46 East
                Fairfield, New Jersey 07007
                Attention:  Corporate Secretary


                                      A-5
<PAGE>   80
                                 Assignment Form

     To assign this Note, fill in the form below: (I) or (we) assign and
     transfer this Note to


--------------------------------------------------------------------------------
               (Insert assignee's Social Security or tax I.D. No.)


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

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

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

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

and irrevocably appoint________________________________________________________
agent 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-6
<PAGE>   81
                       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 Section 4.14 of the Indenture, check the box below:

            / / Section 4.10          / / Section 4.14

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

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

Date:                         Your Signature:

                         (Sign exactly as your name appears on the Note)

                         Tax Identification No.:
                                                -------------------------
                         Signature Guarantee:*/
                                               --------------------------


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


                                      A-7
<PAGE>   82
                                    EXHIBIT B

                         FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE

      This "Supplemental Indenture", dated as of _______________, between
__________________ (the "Guarantor"), a subsidiary of Prime Hospitality Corp., a
Delaware corporation (the "Company"), and Norwest Bank Minnesota, National
Association, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company, a Delaware corporation, has heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of January 23,
1996, providing for the issuance of up to an aggregate principal amount of
$120,000,000 of 9 1/4% First Mortgage Notes due 2006 plus up to $80,000,000 of
Additional Notes that may be issued from time to time pursuant to Section 2.02
thereof (the "Notes");

      WHEREAS, Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause the Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guarantor
shall unconditionally guarantee all of the Company's Obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
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
Guarantor 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 Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Company's obligations
under the Notes on the terms and subject to the conditions set forth in Article
11 of the Indenture and to be bound by all other applicable provisions of the
Indenture.

      3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of the Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Subsidiary 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.

      4. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.

                                       B-1
<PAGE>   83
      5. 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.

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

      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:                  ,
        ------------ ---  ----

[Guarantor]

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

Norwest Bank Minnesota, National Association,
      as Trustee

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

                                       B-2
<PAGE>   84
                                    EXHIBIT C

                              FORM OF DEED OF TRUST