<PAGE>   1

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------










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

                              CARMIKE CINEMAS, INC.

                              SERIES A AND SERIES B
                   9 3/8% SENIOR SUBORDINATED NOTES DUE 2009

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


                            ========================

                                    INDENTURE

                          Dated as of February 3, 1999

                            ========================




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

                              THE BANK OF NEW YORK

                                     Trustee

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





<PAGE>   2


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                                                Indenture Section
<S> <C>                                                                       <C> 
310 (a)(1).............................................................             7.10
    (a)(2).............................................................             7.10
    (a)(3).............................................................             N.A.
    (a)(4).............................................................             N.A.
    (a)(5).............................................................             7.10
    (b)................................................................             7.10
    (c)................................................................             N.A.
311 (a)................................................................             7.11
    (b)................................................................             7.11
    (c)................................................................             N.A.
312 (a)................................................................             2.05
    (b)................................................................            12.03
    (c)................................................................            12.03
313 (a)................................................................             7.06
    (b)(1).............................................................             N.A.
    (b)(2).............................................................             7.07
    (c)................................................................          7.06;12.02
    (d)................................................................             7.06
314 (a)................................................................          4.03;12.02
    (b)................................................................             N.A.
    (c)(1).............................................................            12.04
    (c)(2).............................................................            12.04
    (c)(3).............................................................             N.A.
    (d)................................................................             N.A.
    (e)................................................................            12.05
    (f)................................................................             N.A.
315 (a)................................................................             7.01
    (b)................................................................          7.05,12.02
    (c)................................................................             7.01
    (d)................................................................             7.01
    (e)................................................................             6.11
316 (a) (last sentence)................................................             2.09
    (a)(1)(A)..........................................................             6.05
    (a)(1)(B)..........................................................             6.04
    (a)(2).............................................................             N.A.
    (b)................................................................             6.07
    (c)................................................................             2.12
317 (a)(1).............................................................             6.08
    (a)(2).............................................................             6.09
    (b)................................................................             2.04
318 (a)................................................................            12.01
    (b)................................................................             N.A.
    (c)................................................................            12.01
</TABLE>

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


<PAGE>   3



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

              ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

<S>     <C>                                                                                                      <C>
Section 1.01. Definitions.........................................................................................1
Section 1.02. Other Definitions..................................................................................16
Section 1.03. Incorporation by Reference of Trust Indenture Act..................................................16
Section 1.04. Rules of Construction..............................................................................17

                               ARTICLE 2 THE NOTES

Section 2.01. Form and Dating....................................................................................17
Section 2.02. Execution and Authentication.......................................................................18
Section 2.03. Registrar and Paying Agent.........................................................................18
Section 2.04. Paying Agent to Hold Money in Trust................................................................19
Section 2.05. Holder Lists.......................................................................................19
Section 2.06. Transfer and Exchange..............................................................................19
Section 2.07. Replacement Notes..................................................................................29
Section 2.08. Outstanding Notes..................................................................................29
Section 2.09. Treasury Notes.....................................................................................30
Section 2.10. Temporary Notes....................................................................................30
Section 2.11. Cancellation.......................................................................................30
Section 2.12. Defaulted Interest.................................................................................30
Section 2.13. CUSIP Numbers......................................................................................31

                       ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.................................................................................31
Section 3.02. Selection of Notes to Be Redeemed..................................................................31
Section 3.03. Notice of Redemption...............................................................................32
Section 3.04. Effect of Notice of Redemption.....................................................................32
Section 3.05. Deposit of Redemption Price........................................................................32
Section 3.06. Notes Redeemed in Part.............................................................................33
Section 3.07. Optional Redemption................................................................................33
Section 3.08. Mandatory Redemption...............................................................................33

                               ARTICLE 4 COVENANTS

Section 4.01. Payment of Notes...................................................................................34
Section 4.02. Maintenance of Office or Agency....................................................................34
Section 4.03. Reports............................................................................................34
Section 4.04. Compliance Certificate.............................................................................35
Section 4.05. Taxes..............................................................................................36
Section 4.06. Stay, Extension and Usury Laws.....................................................................36
Section 4.07. Restricted Payments................................................................................36
Section 4.08. Designation of Restricted and Unrestricted Subsidiaries............................................38
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.........................................39
Section 4.10. Fall-Away Event....................................................................................41
Section 4.11. Transactions with Affiliates.......................................................................42
Section 4.12. Corporate Existence................................................................................43
Section 4.13. Payments for Consent...............................................................................43
Section 4.14. Additional Note Guarantees.........................................................................43
Section 4.15. Offer to Repurchase Upon Change of Control.........................................................44
Section 4.16. No Senior Subordinated Debt........................................................................45
</TABLE>


                                       i
<PAGE>   4

                              ARTICLE 5 SUCCESSORS

<TABLE>
<S>     <C>                                                                                                     <C>
Section 5.01. Merger, Consolidation, or Sale of Assets...........................................................45
Section 5.02. Successor Corporation Substituted..................................................................46

                         ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01. Events of Default..................................................................................46
Section 6.02. Acceleration.......................................................................................48
Section 6.03. Other Remedies.....................................................................................49
Section 6.04. Waiver of Past Defaults............................................................................49
Section 6.05. Control by Majority................................................................................49
Section 6.06. Limitation on Suits................................................................................49
Section 6.07. Rights of Holders of Notes to Receive Payment......................................................50
Section 6.08. Collection Suit by Trustee.........................................................................50
Section 6.09. Trustee May File Proofs of Claim...................................................................50
Section 6.10. Priorities.........................................................................................50
Section 6.11. Undertaking for Costs..............................................................................51

                                ARTICLE 7 TRUSTEE

Section 7.01. Duties of Trustee..................................................................................51
Section 7.02. Rights of Trustee..................................................................................52
Section 7.03. Individual Rights of Trustee.......................................................................53
Section 7.04. Trustee's Disclaimer...............................................................................53
Section 7.05. Notice of Defaults.................................................................................53
Section 7.06. Reports by Trustee to Holders of the Notes.........................................................53
Section 7.07. Compensation and Indemnity.........................................................................54
Section 7.08. Replacement of Trustee.............................................................................55
Section 7.09. Successor Trustee by Merger, etc...................................................................55
Section 7.10. Eligibility; Disqualification......................................................................56
Section 7.11. Preferential Collection of Claims Against Company..................................................56
Section 7.12. Trustee's Application for Instructions from the Company............................................56

               ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance...........................................56
Section 8.02. Legal Defeasance and Discharge.....................................................................56
Section 8.03. Covenant Defeasance................................................................................57
Section 8.04. Conditions to Legal or Covenant Defeasance.........................................................57
Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other
                  Miscellaneous Provisions.......................................................................58
Section 8.06. Repayment to Company...............................................................................59
Section 8.07. Reinstatement......................................................................................59

                   ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes................................................................59
Section 9.02. With Consent of Holders of Notes...................................................................60
Section 9.03. Compliance with Trust Indenture Act................................................................62
Section 9.04. Revocation and Effect of Consents..................................................................62
Section 9.05. Notation on or Exchange of Notes...................................................................62
Section 9.06. Trustee to Sign Amendments, etc....................................................................62

                            ARTICLE 10 SUBORDINATION

Section 10.01. Agreement to Subordinate..........................................................................62
</TABLE>

                                       ii
<PAGE>   5

<TABLE>
<S>     <C>                                                                                                     <C>
Section 10.02. Liquidation; Dissolution; Bankruptcy..............................................................63
Section 10.03. Default on Designated Senior Debt.................................................................63
Section 10.04. Acceleration of Notes.............................................................................64
Section 10.05. When Distribution Must Be Paid Over...............................................................64
Section 10.06. Notice by Company.................................................................................64
Section 10.07. Subrogation.......................................................................................64
Section 10.08. Relative Rights...................................................................................64
Section 10.09. Subordination May Not Be Impaired by Company......................................................65
Section 10.10. Distribution or Notice to Representative..........................................................65
Section 10.11. Rights of Trustee and Paying Agent................................................................65
Section 10.12. Authorization to Effect Subordination.............................................................65
Section 10.14. Amendments........................................................................................66
Section 10.15. Trustee Not Fiduciary for Holders of Senior Indebtedness..........................................66

                           ARTICLE 11 NOTE GUARANTEES

Section 11.01. Guarantee.........................................................................................66
Section 11.02. Subordination of Note Guarantee...................................................................67
Section 11.03. Limitation on Guarantor Liability.................................................................67
Section 11.04. Execution and Delivery of Note Guarantee..........................................................67
Section 11.05. Guarantors May Consolidate, etc., on Certain Terms................................................68
Section 11.06. Releases Following Sale of Assets.................................................................69

                            ARTICLE 12 MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls......................................................................69
Section 12.02. Notices...........................................................................................69
Section 12.03. Communication by Holders of Notes with Other Holders of Notes.....................................70
Section 12.04. Certificate and Opinion as to Conditions Precedent................................................70
Section 12.05. Statements Required in Certificate or Opinion.....................................................71
Section 12.06. Rules by Trustee and Agents.......................................................................71
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders..........................71
Section 12.08. Governing Law.....................................................................................71
Section 12.09. No Adverse Interpretation of Other Agreements.....................................................72
Section 12.10. Successors........................................................................................72
Section 12.11. Severability......................................................................................72
Section 12.12. Counterpart Originals.............................................................................72
Section 12.13. Table of Contents, Headings, etc..................................................................72
Section 7.12. Statement by Officers as to Default.................................................................2
</TABLE>





                                      iii
<PAGE>   6


                                    EXHIBITS

Exhibit A   FORM OF NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITE
            INVESTOR
Exhibit E   FORM OF NOTE GUARANTEE
Exhibit F   FORM OF SUPPLEMENTAL INDENTURE

                                    SCHEDULES

Schedule I        Schedule of Guarantors



                                       iv
<PAGE>   7



           INDENTURE dated as of February 3, 1999 between Carmike Cinemas, Inc.,
a Delaware corporation (the "Company"), and The Bank of New York, a New York
banking corporation as trustee (the "Trustee").

           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 3/8% Series
A Senior Subordinated Notes due 2009 (the "Series A Notes") and the 9 3/8%
Series B Senior Subordinated Notes due 2009 (the "Series B Notes" and, together
with the Series A Notes, the "Notes"):


                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

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

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

         (a)      Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, such specified Person; and

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

         "Additional Notes" means up to $150.0 million aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

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

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

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


<PAGE>   8

         "Asset Acquisition" means:

         (a)      any transaction pursuant to which any Person shall become a
Restricted Subsidiary of the Company or shall be consolidated or merged with the
Company or any Restricted Subsidiary of the Company; or

         (b)      the acquisition by the Company or any Restricted Subsidiary of
the Company of assets of any Person comprising a division, line of business or
theatre site of such Person.

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

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

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

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

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

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

         "Capital Stock" means:

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

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

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

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

         "Cedel" means Cedel Bank, SA.

         "Change of Control" means the occurrence of any of the following:

         (a)      the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries taken as a whole to any "person"
(as 

                                       2
<PAGE>   9

that term is used in Section 13(d)(3) of the Exchange Act) other than to the
Principal, a Related Party of the Principal, PIA, any of PIA's officers or
directors or any Affiliate of PIA or any of PIA's officers or directors
(collectively, the "Permitted Holders"); or

         (b)      the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Permitted Holders or any direct or
indirect Subsidiary of any Permitted Holder or any Permitted Group, becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares.

         "Company" means Carmike Cinemas, Inc., and any and all successors
thereto.

         "Consolidated EBITDA" means, for any period, the net income of the
Company and its Restricted Subsidiaries for such period plus, to the extent such
amount was deducted in calculating such net income:

         (a)      Consolidated Interest Expense;

         (b)      income taxes;

         (c)      depreciation expense;

         (d)      amortization expense;

         (e)      all other non-cash items, extraordinary items, nonrecurring
and unusual items and the cumulative effects of changes in accounting principles
reducing such net income, less all non-cash items, extraordinary items,
nonrecurring and unusual items and cumulative effects of changes in accounting
principles increasing such net income, all as determined on a consolidated basis
for the Company and its Restricted Subsidiaries in conformity with GAAP;

         (f)      upfront expenses resulting from equity offerings, investments,
mergers, recapitalizations, option buyouts, Dispositions, Asset Acquisitions and
similar transactions to the extent such expenses reduce net income;

         (g)      restructuring charges reducing net income; and

         (h)      gains or losses on Dispositions;

provided that, Consolidated EBITDA shall not include:

         (x)      the net income (or net loss) of any Person that is not a
                  Restricted Subsidiary, except (I) with respect to net income,
                  to the extent of the amount of dividends or other
                  distributions actually paid to the Company or any of its
                  Restricted Subsidiaries by such Person during such period and
                  (II) with respect to net losses, to the extent of the amount
                  of investments made by the Company or any Restricted
                  Subsidiary in such Person during such period;

         (y)      solely for the purposes of calculating the amount of
                  Restricted Payments that may be made pursuant to clause (c) of
                  Section 4.07 hereof (and in such case, except to the extent
                  includable pursuant to clause (x) above), the net income (or
                  net loss) of any Person accrued prior to the date it becomes a
                  Restricted Subsidiary or is merged into or consolidated with
                  the Company or any of its Restricted Subsidiaries or all or


                                       3
<PAGE>   10

                  substantially all of the property and assets of such Person
                  are acquired by the Company or any of its Restricted
                  Subsidiaries; and

         (z)      the net income of any Restricted Subsidiary to the extent that
                  the declaration or payment of dividends or similar
                  distributions by such Restricted Subsidiary of such net income
                  is not at the time permitted by the operation of the terms of
                  its charter or any agreement, instrument, judgment, decree,
                  order, statute, rule or governmental regulation applicable to
                  such Restricted Subsidiary (other than any agreement or
                  instrument evidencing Indebtedness or Preferred Stock
                  outstanding on the date of this Indenture or incurred or
                  issued thereafter in compliance with Section 4.09 hereof;
                  provided that the terms of any such agreement restricting the
                  declaration and payment of dividends or similar distributions
                  apply only in the event of a default with respect to a
                  financial covenant or a covenant relating to payment (beyond
                  any applicable period of grace) contained in such agreement or
                  instrument and provided such terms are determined by the
                  Company to be customary in comparable financings and such
                  restrictions are determined by the Company not to materially
                  affect the Company's ability to make principal or interest
                  payments on the Notes when due).

         "Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:

         (a)      the total amount of Indebtedness of such Person and its
Restricted Subsidiaries, plus

         (b)      the total amount of Indebtedness of any other Person, to the
extent that such Indebtedness has been Guaranteed by the referent Person or one
or more of its Restricted Subsidiaries, plus

         (c)      the aggregate liquidation value of all Disqualified Stock of
such Person and all Preferred Stock of Restricted Subsidiaries of such Person,
in each case, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication, the sum of:

         (a)      the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization or original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations); and

         (b)      the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period, and

         (c)      any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (whether or
not such Guarantee or Lien is called upon);

excluding, however, any amount of such interest of any Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only
in the same proportion as the net income of such Restricted Subsidiary is



                                       4
<PAGE>   11

excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof), in each case, on a consolidated basis and in accordance
with GAAP.

         "Construction Indebtedness Amount" shall mean, as of any date, an
amount equal to the lesser of:

         (a)      $100.0 million; and

         (b)      the total Indebtedness of any Person and its Restricted
Subsidiaries outstanding on the last day of the most recently ended period of
the Company for which internal financial statements are available incurred in
connection with the construction or enhancement of motion picture theatres or
screens that, on such date, are not yet open for business.

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

         "Credit Facilities" means one or more debt facilities or commercial
paper facilities, in each case with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

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

         "Debt Rating" shall mean the rating assigned to the Notes by Moody's or
S&P, as the case may be.

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

         "Designated Senior Debt" means:

         (a)      any Indebtedness outstanding under Credit Facilities; and

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

         "Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, 



                                       5
<PAGE>   12

assignment, or transfer, lease, conveyance or other disposition of all or
substantially all of such Person's assets or Capital Stock.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07
hereof.

         "Domestic Subsidiary" means, with respect to the Company, any
Subsidiary of the Company that:

         (a)      was formed under the laws of the United States of America, any
state thereof or the District of Columbia; or

         (b)      guarantees or otherwise becomes obligated with respect to any
Indebtedness of the Company.

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

         "Equity Offering" means any underwritten offering of Qualified Capital
Stock of the Company.

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

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

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

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

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

         "Existing Indebtedness" means up to $41.9 million in aggregate
principal amount of Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under any Credit Facility) in existence on the date of
this Indenture, until such amounts are repaid.

         "Existing Preferred Stock" means the convertible preferred stock of the
Company issued to GS Capital Partners III, L.P. and its affiliates pursuant to a
Stock Purchase Agreement, dated November 22, 1998.



                                       6
<PAGE>   13

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

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

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

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

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

         "Guarantors" means each of:

         (a)      the Company's current Domestic Restricted Subsidiaries; and

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

and their respective successors and assigns.

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

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

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

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

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

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

         (a)      borrowed money;


                                       7
<PAGE>   14

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

         (c)      banker's acceptances;

         (d)      representing Capital Lease Obligations;

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

         (f)      representing any Hedging Obligations,

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

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

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

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

         For purposes of calculating the amount of any Indebtedness hereunder,
(a) there shall be no double-counting of direct obligations, Guarantees and
reimbursement obligations for letters of credit; (b) the principal amount of any
Indebtedness of any Person arising by reason of such Person having granted or
assumed a Lien on its property to secure Indebtedness of others shall be the
lower of the fair market value of such property and the principal amount of such
Indebtedness outstanding (or committed to be advanced) at the time of
determination; (c) the principal amount of any Indebtedness of any Person
arising by reason of such Person having Guaranteed Indebtedness of others where
the amount of such Guarantee is limited to an amount less than the principal
amount of the Indebtedness Guaranteed, shall be such amount as so limited; (d)
the payment obligation for non-interest rate Hedging Obligations shall be equal
to (i) zero, to the extent the notional amount of the Hedging Obligation is not
greater than the reasonably anticipated requirements of the Company and its
Subsidiaries for the asset that is the subject of the Hedging Obligation, as
such needs are projected by management of the Company at the time the Hedging
Obligation is entered into or (ii) the notional amount of such Hedging
Obligation, to the extent such notional amount exceeds such reasonably
anticipated requirements.

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

         "Independent Financial Advisor" means an accounting, appraisal,
investment banking firm or consultant to Persons engaged in the motion picture
exhibition and distribution business of nationally recognized standing that is,
in the judgment of the Board of Directors, qualified to perform the task for
which it has been engaged.

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


                                       8
<PAGE>   15

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

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

         "Investment Grade Status" exists as of a date and thereafter if at such
date either (i) the Debt Rating of Moody's is at least Baa3 (or the equivalent)
or higher; or (ii) the Debt Rating of S&P is at least BBB-(or the equivalent) or
higher.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.

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

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

         "Leverage Ratio" means, as of any date, the ratio of:

         (a)      Consolidated Indebtedness (excluding any Construction
Indebtedness Amount and net of any cash and cash equivalents) of the Company on
such date to

         (b)      the aggregate amount of Consolidated EBITDA of the Company for
the most recently ended four full fiscal quarter period of the Company for which
internal financial statements are available (the "Reference Period").

         In addition to the foregoing, for purposes of this definition,
"Consolidated EBITDA" shall be calculated on a pro forma basis after giving
effect to

         (a)      the issuance of the Existing Preferred Stock and the offering
of the Notes;

         (b)      the incurrence of the Indebtedness or the issuance of the
Disqualified Stock or other Preferred Stock (and the application of the proceeds
therefrom) giving rise to the need to make such calculation and any incurrence
or issuance (and the application of the proceeds therefrom) or repayment of
other Indebtedness or Preferred Stock, other than the incurrence or repayment of
Indebtedness for ordinary working capital purposes, at any time subsequent to
the beginning of the Reference Period and on or prior to the date of
determination, as if such incurrence (and the application of the proceeds
thereof), or the repayment, as the case may be, occurred on the first day of the
Reference Period;

         (c)      any Dispositions, Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Subsidiaries (including any
Person that becomes a Restricted Subsidiary as a result of such Asset
Acquisition)



                                       9
<PAGE>   16

incurring, assuming or otherwise becoming liable for or issuing Indebtedness or
Preferred Stock) or Theatre Completions at any time on or subsequent to the
first day of the Reference Period and on or prior to the date of determination,
as if such Disposition, Asset Acquisition (including the incurrence, assumption
or liability for any such Indebtedness or Preferred Stock and also including any
Consolidated EBITDA associated with such Asset Acquisition) or Theatre
Completion had occurred on the first day of the Reference Period;

         (d)      the effects of incremental contributions to Consolidated
EBITDA that the Company reasonably believes in good faith could have been
achieved during the Reference Period as a result of such Asset Acquisition or
Theatre Completion (regardless whether such incremental contributions could then
be reflected in pro forma financial statements under GAAP, Regulation S-X
promulgated by the Commission or any other regulation or policy of the
Commission); provided, however, that such incremental contributions were
identified and quantified in good faith in an Officers' Certificate delivered to
the Trustee at the time of any calculation of the Leverage Ratio; and

         (e)      any motion picture theatre that was permanently closed for
business at any time on or subsequent to the first day of the Reference Period
and on or prior to the date of determination as if such Theatre was closed on
the first day of the Reference Period.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
securing Indebtedness, 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.

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

         "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

         "Non-Recourse Debt" means Indebtedness:

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

         (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 (other than the Notes) 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;
and

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

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


                                       10
<PAGE>   17

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

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

         "Offering" means the offering of the Notes by the Company.

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

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

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

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

         "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) by
virtue of the Stock Purchase Agreement, as the same may be amended, modified or
supplemented from time to time, provided that no single Person (other than the
Principal and the Principal's Related Parties) Beneficially Owns (together with
its Affiliates) more of the Voting Stock of the Company that is Beneficially
Owned by such group of investors than is then collectively Beneficially Owned by
the Principal and the Principal's Related Parties in the aggregate.

         "Permitted Investments" means any one or more Investments in any one or
more Unrestricted Subsidiaries of the Company made since the date of this
Indenture having an aggregate fair market value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made pursuant to this definition
not to exceed $10.0 million at any time outstanding.

         "Permitted Junior Securities" means:

         (a)      Equity Interests in the Company or any Guarantor; or

         (b)      debt securities that are subordinated to all Senior Debt and
any debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees
are subordinated to Senior Debt under this Indenture.



                                       11
<PAGE>   18

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

         (a)      the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon and
the amount of all customary expenses and premiums incurred in connection
therewith);

         (b)      such Permitted Refinancing Indebtedness has a final maturity
date later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded;

         (c)      if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes on
terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and

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

         "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

         "PIA" means Goldman, Sachs & Co. and its Affiliates.

         "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

         "Principal" means Michael W. Patrick.

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

         "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Stock.

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

         "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of February 3, 1999, by and among the Company and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from



                                       12
<PAGE>   19

time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.

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

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

         "Related Party" means:

         (a)      any controlling stockholder, 80% (or more) owned Subsidiary,
or immediate family member (in the case of an individual) of the Principal; or

         (b)      any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of the Principal and/or such
other Persons referred to in the immediately preceding clause (a).

         "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

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

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

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

         "Restricted Investments" means any Investment in an Unrestricted
Subsidiary other than a Permitted Investment.

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

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

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

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

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

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


                                       13
<PAGE>   20

         "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., or any successor to the rating agency business thereof.

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means:

         (a)      all Indebtedness of the Company or any Guarantor outstanding
under Credit Facilities and all Hedging Obligations with respect thereto;

         (b)      any other Indebtedness of the Company or any Guarantor
permitted to be incurred under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or any
Subsidiary Guarantee; and

         (c)      all Obligations with respect to the items listed in the
preceding clauses (a) and (b).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not
include:

         (a)      any liability for federal, state, local or other taxes owed or
owing by the Company;

         (b)      any Indebtedness of the Company to any of its Subsidiaries or
other Affiliates;

         (c)      any trade payables; or

         (d)      the portion of any Indebtedness that is incurred in violation
of this Indenture.

         "Senior Guarantees" means the Guarantees by the Guarantors of
Obligations under the Senior Debt.

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

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

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

         "Special Interest" means, as liquidated damages, all special interest
then accruing pursuant to Section 2(d) of the Registration Rights Agreement.

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


                                       14
<PAGE>   21

         "Stock Purchase Agreement" means that certain Stock Purchase Agreement,
dated as of November 22, 1998 by and between the Company and GS Capital Partners
III, L.P. and certain related parties, as in effect on the date of this
Indenture.

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

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

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

         "Surviving Person" means, with respect to any Person involved in or
that makes any Disposition, the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.

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

         "Theatre Completion" means any motion picture theatre or screen or
enhancement which was first opened for business during any applicable period.

         "Total Tangible Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, less total consolidated intangible
assets of the Company and its Restricted Subsidiaries, in each case, as shown on
the most recent balance sheet of the Company.

         "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.

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

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

         "Unrestricted Subsidiary" means Military Services, Inc. and each
Subsidiary of the Company created after the date of this Indenture and so
designated by a resolution adopted by the Board of Directors; provided, however,
that, in each case:

         (a)      such Subsidiary had no Indebtedness other than Non-Recourse
Debt; and

         (b)      at the time of designation of such Subsidiary, such Subsidiary
has no property or assets (other than de minimis assets resulting from the
initial capitalization of such Subsidiary).

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


                                       15
<PAGE>   22

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

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

         (a)      the sum of the products obtained by multiplying (i) 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 (ii) 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 specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                      Defined in
        Term                                                           Section
        ----                                                           -------
        <S>                                                           <C> 
        "Affiliate Transaction"..................................        4.11
        "Authentication Order"...................................        2.02
        "Change of Control Offer"................................        4.15
        "Change of Control Payment"..............................        4.15
        "Change of Control Payment Date".........................        4.15
        "Covenant Defeasance"....................................        8.03
        "DTC"....................................................        2.03
        "Event of Default".......................................        6.01
        "Fall-Away Event"........................................        4.10
        "incur"..................................................        4.09
        "Legal Defeasance".......................................        8.02
        "Payment Default"........................................        6.01
        "Paying Agent"...........................................        2.03
        "Permitted Debt".........................................        4.09
        "Registrar"..............................................        2.03
        "Restricted Payments"....................................        4.07
</TABLE>

Section 1.03.     Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;


                                       16
<PAGE>   23

         "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04.     Rules of Construction.

         Unless the context otherwise requires:

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

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

         (c)      "or" is not exclusive;

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

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

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


                                    ARTICLE 2
                                    THE NOTES

Section 2.01.     Form and Dating.

         (a)      General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

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

         (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the


                                       17
<PAGE>   24

aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.

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

Section 2.02.     Execution and Authentication.

         Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Notes and may
be in facsimile form.

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

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

         The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

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

Section 2.03.     Registrar and Paying Agent.

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

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


                                       18
<PAGE>   25

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

Section 2.04.     Paying Agent to Hold Money in Trust.

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

Section 2.05.     Holder Lists.

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

Section 2.06.     Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company, in its sole discretion,
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee. Upon the occurrence of either of the preceding events in clause (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth 



                                       19
<PAGE>   26

herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon consummation of an Exchange Offer by the Company in accordance
         with Section 2.06(f) hereof, the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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

                           (C)      if the transferee will take delivery in the
                  form of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto,



                                       20
<PAGE>   27

                  including the certifications and certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable.

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

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

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement or the Market Making Shelf
                  Registration Statement, in each case, in accordance with the
                  Registration Rights Agreement;

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

                           (D)      the Registrar receives the following:

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

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

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

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

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


                                       21
<PAGE>   28

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

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

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

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

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

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

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

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

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

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



                                       22
<PAGE>   29

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

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

                      (B) such transfer is effected pursuant to the Shelf
           Registration Statement or the Market Making Shelf Registration
           Statement, in each case, in accordance with the Registration Rights
           Agreement;

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

                      (D) the Registrar receives the following:

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

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

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

                 (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof,
      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar in writing through instructions from the Depositary and the
      Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the 


                                       23
<PAGE>   30

      Persons in whose names such Notes are so registered. Any Definitive Note
      issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

                 (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an 



                                       24
<PAGE>   31

      Unrestricted Global Note or transfer such Restricted Definitive Note to a
      Person who takes delivery thereof in the form of a beneficial interest in
      an Unrestricted Global Note only if:

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

                      (B) such transfer is effected pursuant to the Shelf
           Registration Statement or the Market Making Shelf Registration
           Statement, in each case, in accordance with the Registration Rights
           Agreement;

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

                      (D) the Registrar receives the following:

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

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

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

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

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

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


                                       25
<PAGE>   32

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

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

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

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

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

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

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

                        (B)   any such transfer is effected pursuant to the
            Shelf Registration Statement or the Market Making Shelf Registration
            Statement, in each case, in accordance with the Registration Rights
            Agreement;

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

                        (D)   the Registrar receives the following:

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


                                       26
<PAGE>   33

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

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

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

           (f)    Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

                  (i)      Private Placement Legend.

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

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



                                       27
<PAGE>   34

PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CARMIKE CINEMAS, INC."

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

           (i) General Provisions Relating to Transfers and Exchanges.

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

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


                                       28
<PAGE>   35

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

                  (iv)     All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of 15 Business Days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

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

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

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

Section 2.07.     Replacement Notes.

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

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

Section 2.08.     Outstanding Notes.

           The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held 



                                       29
<PAGE>   36

by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof.

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

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

Section 2.09.     Treasury Notes.

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

Section 2.10.     Temporary Notes.

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

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

Section 2.11.     Cancellation.

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

Section 2.12.     Defaulted Interest.

           If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company 



                                       30
<PAGE>   37

shall fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

Section 2.13.     CUSIP Numbers.

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


                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

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

Section 3.02.     Selection of Notes to Be Redeemed.

           If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, 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 lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

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



                                       31
<PAGE>   38

Section 3.03.     Notice of Redemption.

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

         The notice shall identify the Notes (including applicable CUSIP
Numbers) to be redeemed and shall state:

         (a)      the redemption date;

         (b)      the redemption price;

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

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

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

         (f)      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;

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

         (h)      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 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04.     Effect of Notice of Redemption.

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

Section 3.05.     Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.


                                       32
<PAGE>   39

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

Section 3.06.     Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07.     Optional Redemption.

         (a)      Except as set forth in clause (b) of this Section 3.07, the
Notes shall not be redeemable at the Company's option pursuant to this Section
3.07 prior to February 1, 2004. After February 1, 2004, the Company may redeem
all or a part of the Notes upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest (including Special Interest) to the
applicable redemption date, if redeemed during the twelve-month period beginning
on February 1 of the years indicated below:

<TABLE>
<CAPTION>
        Year                                                         Percentage
        ----                                                         ----------
        <S>                                                          <C>     
        2004..................................................         104.688%
        2005..................................................         103.125%
        2006..................................................         101.563%
        2007 and thereafter...................................         100.000%
</TABLE>

         (b)      Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to February 1, 2002, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price equal to 109.375% of the principal
amount thereof plus accrued and unpaid interest (including Special Interest) to
the redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes issued
under this Indenture remain outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and that
such redemption must occur within 60 days of the date of the closing of such
Equity Offering.

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

Section 3.08.     Mandatory Redemption.

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



                                       33
<PAGE>   40

                                    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 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 thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest, if any, (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, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         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 2.03
hereof.

Section 4.03.     Reports.

         (a)      Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes and to the
Trustee, within the time periods specified in the SEC's rules and regulations
(i) all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report on the annual financial statements by the
Company's certified independent accountants and (ii) all current reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. If the Company has designated any of its
Subsidiaries as Unrestricted Subsidiaries and if any of its Unrestricted




                                       34
<PAGE>   41

Subsidiaries would constitute a Significant Subsidiary or any group of
Unrestricted Subsidiaries taken as a whole, would constitute a Significant
Subsidiary, then the quarterly and annual financial information required by this
Section shall include a reasonably detailed presentation, either on the face of
the financial statements or in the footnotes thereto, and in "Management's
Discussion and Analysis of Financial Condition and Results of Operations", of
the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company. The Company shall at
all times comply with TIA ss. 314(a). Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         (b)      Following the consummation of the Exchange Offer, whether or
not required by the SEC, the Company shall file a copy of all of the information
and reports referred to in clauses (a)(i) and (a)(ii) above with the SEC for
public availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.

         (c)      For so long as any Notes remain outstanding, the Company and
the Guarantors shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04.     Compliance Certificate.

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

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



                                       35
<PAGE>   42

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

Section 4.05.     Taxes.

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

Section 4.06.     Stay, Extension and Usury Laws.

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

Section 4.07.     Restricted Payments.

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

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

         (b)      purchase, redeem or otherwise acquire or retire for value
                  (including, without limitation, in connection with any merger
                  or consolidation involving the Company) any Equity Interests
                  of the Company or any direct or indirect parent of the
                  Company;

         (c)      make any payment on or with respect to, or purchase, redeem,
                  defease or otherwise acquire or retire for value any
                  Indebtedness that is subordinated to the Notes or the
                  Subsidiary Guarantees, except a payment of interest or
                  principal at the Stated Maturity thereof; or

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

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

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



                                       36
<PAGE>   43

         (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 (other than Permitted Debt)
                  pursuant to the Leverage Ratio test set forth in the first
                  paragraph of Section 4.09 hereof; and

         (c)      such Restricted Payment, together with the aggregate amount of
                  all other Restricted Payments declared or made after the date
                  of this Indenture shall not exceed, at the date of
                  determination, the sum of:

                  (i)      an amount equal to 100% of the Company's Consolidated
                           EBITDA since the date of this Indenture to the end of
                           the Company's most recently ended full fiscal quarter
                           for which internal financial statements are
                           available, taken as a single accounting period, less
                           the product of 2.0 times the Company's Consolidated
                           Interest Expense since the date of this Indenture to
                           the end of the Company's most recently ended full
                           fiscal quarter for which internal financial
                           statements are available, taken as a single
                           accounting period, plus

                  (ii)     an amount equal to 100% of the aggregate net
                           proceeds, including the fair market value of property
                           other than cash, received by the Company from the
                           sale of Equity Interests since the date of this
                           Indenture (other than (A) sales of Disqualified
                           Stock, and (B) Equity Interests sold to any of the
                           Company's Subsidiaries), plus

                  (iii)    without duplication of any amount included in clause
                           (c)(ii) above, 100% of the aggregate net proceeds,
                           including the fair market value of property other
                           than cash, received by the Company as a capital
                           contribution since the date of this Indenture, plus

                  (iv)     the greater of (i) $60.0 million and (ii) 10% of
                           Total Tangible Assets of the Company and its
                           consolidated Subsidiaries as determined in accordance
                           with GAAP as of the date of the most recently
                           prepared internal balance sheet of the Company, plus

                  (v)      to the extent that any Unrestricted Subsidiary is
                           redesignated as a Restricted Subsidiary, the
                           aggregate fair market value of all outstanding
                           Investments owned by the Company and its Restricted
                           Subsidiaries in the Subsidiary so redesignated.

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

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

(b)      the redemption, repurchase, retirement, defeasance or other acquisition
         of any subordinated Indebtedness of the Company or any Guarantor or of
         any Equity Interests of the Company in exchange for, or out of the net
         cash proceeds of the substantially concurrent sale (other than to a
         Subsidiary of the Company) of, Equity Interests of the Company (other
         than Disqualified Stock); provided that the amount of any such net cash
         proceeds that are utilized for any such redemption, repurchase,
         retirement, defeasance or other acquisition shall be excluded from
         clause (c)(ii) of the preceding paragraph;



                                       37
<PAGE>   44

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

(d)      the repurchase, redemption or other acquisition or retirement for value
         of any Equity Interests of the Company or any Subsidiary of the Company
         held by any employee, director or consultant of the Company (or any of
         its Subsidiaries) pursuant to any equity subscription agreement or
         stock option or similar agreement; provided that the aggregate price
         paid for all such repurchased, redeemed, acquired or retired Equity
         Interests shall not exceed $2.5 million in any twelve-month period;

(e)      repurchases of Equity Interests deemed to occur upon exercise of Equity
         Interests if such Equity Interests represent a portion of the exercise
         price of such warrants, options or rights;

(f)      the declaration and payment of dividends to holders of any class or
         series of Disqualified Stock of the Company or any of its Restricted
         Subsidiaries or any class or series of Preferred Stock of Restricted
         Subsidiaries of the Company, in each case, issued in accordance with
         Section 4.09 hereof; and

(g)      the declaration and payment of dividends to holders of the Existing
         Preferred Stock.

         The amount of all Restricted Payments, other than cash, shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors in good faith whose
resolution with respect thereto shall be delivered to the Trustee.

         To the extent the issuance of Capital Stock and the receipt of capital
contributions are applied to permit the issuance of Indebtedness pursuant to
clause (l) of the definition of Permitted Debt, the issuance of such Capital
Stock and the receipt of such capital contributions shall not be applied to
Restricted Payments under this covenant.

Section 4.08.     Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary so designated shall be deemed to be a
Restricted Investment made as of the time of such designation and shall either
reduce the amount available for Restricted Payments under the first paragraph of
Section 4.07 hereof or reduce the amount available for future Permitted
Investments, as the Company shall determine. That designation shall only be
permitted if such Restricted Investment would be permitted at that time and if
such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

         The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (i) the Company could incur at least $1.00 of additional
Indebtedness (other than Permitted Debt) pursuant to the Leverage Ratio set
forth in the first paragraph of Section 4.09 hereof and (ii) no Default or Event
of Default shall have occurred or be continuing.



                                       38
<PAGE>   45

         Any designation pursuant to this Section 4.08 by the Board of Directors
shall be evidenced to the Trustee by the filing with the Trustee of a certified
copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

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

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly, or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and the Company shall not issue any Disqualified Stock and shall
not permit any of its Restricted Subsidiaries to issue any shares of Preferred
Stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock, and the Company's
Restricted Subsidiaries may incur Indebtedness or issue shares of Preferred
Stock, if the Company's Leverage Ratio at the time of incurrence of such
Indebtedness or the issuance of such Disqualified Stock or Preferred Stock,
after giving pro forma effect to such incurrence or issuance as set forth in the
definition of "Leverage Ratio", would have been no greater than 7.0 to 1.

         The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any of the following items of Indebtedness, issuances of Preferred
Stock, or acquisitions of Indebtedness, Disqualified Stock or Preferred Stock
(collectively, "Permitted Debt"):

(a)      the incurrence by the Company and any of its Restricted Subsidiaries of
         additional Indebtedness and letters of credit pursuant to Credit
         Facilities (with letters of credit being deemed to have a principal
         amount equal to the maximum potential liability of the Company and its
         Restricted Subsidiaries thereunder) in an aggregate principal amount at
         any one time outstanding under this clause (a) not to exceed $275.0
         million;

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

(c)      the incurrence by the Company and the Guarantors of Indebtedness
         represented by the Notes to be issued on the date of this Indenture and
         the Exchange Notes to be issued pursuant to the Registration Rights
         Agreement (including, in each case, the Subsidiary Guarantees);

(d)      the incurrence by the Company or any of its Restricted Subsidiaries of
         Permitted Refinancing Indebtedness in exchange for, or the net proceeds
         of which are used to refund, refinance or replace Indebtedness (other
         than intercompany Indebtedness) that was permitted by this Indenture to
         be incurred under the first paragraph of this Section 4.09 or clauses
         (b), (c), (d), (l) or (m) of this paragraph;

(e)      the incurrence by the Company or any of its Restricted Subsidiaries of
         intercompany Indebtedness between or among the Company and any of its
         Restricted Subsidiaries; provided, however, that:

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

         (ii)     (A) any subsequent issuance or transfer of Equity Interests
                  that results in any such Indebtedness being held by a Person
                  other than the Company or a Restricted Subsidiary thereof and
                  (B) any sale or other transfer of any such Indebtedness to a
                  Person that is not 



                                       39
<PAGE>   46

                  either the Company or a Restricted Subsidiary thereof; shall
                  be deemed, in each case, to constitute an incurrence of such
                  Indebtedness by the Company or such Restricted Subsidiary, as
                  the case may be, that was not permitted by this clause (e);

(f)      the issuance by the Company or any of its Restricted Subsidiaries of
         Preferred Stock that is held solely by the Company and/or any of its
         Restricted Subsidiaries; provided, however, that:

         (i)      if the Company or any Guarantor is the issuer of such
                  Preferred Stock, such Preferred Stock (A) must not be
                  mandatorily redeemable or redeemable at the option of the
                  issuer thereof or the holder thereof, in whole or in part, on
                  or prior to the date that is 91 days after the date on which
                  the Notes mature; (B) if such Preferred Stock is exchangeable
                  into Indebtedness, such Indebtedness shall not be Permitted
                  Debt unless it meets the criteria of one or more of the
                  categories of Permitted Debt described in clauses (a) through
                  (m); and

         (ii)     (A) any subsequent issuance or transfer of Equity Interests
                  that results in any such Preferred Stock being held by a
                  Person other than the Company or a Restricted Subsidiary
                  thereof and (B) any sale or other transfer of any such
                  Preferred Stock to a Person that is not either the Company or
                  a Restricted Subsidiary thereof; shall be deemed, in each
                  case, to constitute an issuance of such Preferred Stock by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (f);

(g)      the incurrence by the Company or any of its Restricted Subsidiaries of
         Hedging Obligations that are incurred for the purpose of fixing or
         hedging interest rate risk with respect to any Indebtedness that is
         permitted by the terms of this Indenture to be outstanding or currency
         exchange risk other than solely for speculative purposes;

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

(i)      the accrual of interest, the accretion or amortization of original
         issue discount, the payment of interest on any Indebtedness in the form
         of additional Indebtedness with the same terms, and the payment of
         dividends on Disqualified Stock in the form of additional shares of the
         same class of Disqualified Stock will not be deemed to be an incurrence
         of Indebtedness or an issuance of Disqualified Stock for purposes of
         this Section 4.09;

(j)      Indebtedness in respect of performance bonds, reimbursement obligations
         with respect to letters of credit, bankers' acceptances, completion
         guarantees and surety or appeal bonds provided by the Company or any of
         its Restricted Subsidiaries in the ordinary course of their business or
         Indebtedness with respect to reimbursement type obligations regarding
         workers' compensation claims;

(k)      Indebtedness arising from agreements providing for indemnification,
         adjustment of purchase price or similar obligations, or from guarantees
         or letters of credit, surety bonds or performance bonds securing any
         obligations of the Company or any of its Restricted Subsidiaries
         pursuant to such agreements, in each case incurred in connection with
         the disposition of any business assets or Subsidiaries of the Company
         (other than guarantees of Indebtedness or other obligations incurred by
         any Person acquiring all or any portion of such business assets or
         Restricted Subsidiaries of the Company for the purpose of financing
         such acquisition) in a principal amount not to exceed the gross
         proceeds, including non-cash proceeds, actually received by the Company
         or any of its Restricted Subsidiaries in connection with such
         disposition; provided, however, that such 



                                       40
<PAGE>   47

         Indebtedness is not reflected on the balance sheet of the Company or
         any Restricted Subsidiary (contingent obligations referred to in a
         footnote to financial statements and not otherwise reflected on the
         balance sheet will not be deemed to be reflected on such balance sheet
         for purposes of this clause (k));

(l)      Indebtedness, Disqualified Stock or Preferred Stock of Persons that are
         acquired by the Company or any of its Restricted Subsidiaries or merged
         into a Restricted Subsidiary in accordance with the terms of this
         Indenture; provided, however, that such Indebtedness, Disqualified
         Stock or Preferred Stock is not incurred in contemplation of such
         acquisition or merger; and provided further that after giving effect to
         such acquisition or merger, either (i) the Company would be permitted
         to incur at least $1.00 of additional Indebtedness (other than
         Permitted Debt) pursuant to the Leverage Ratio set forth in the first
         paragraph of this Section 4.09 or (ii) the Company's Leverage Ratio
         immediately after giving effect to such acquisition or merger would be
         lower than the Company's Leverage Ratio immediately prior to such
         acquisition or merger; and

(m)      additional Indebtedness of the Company or any of its Restricted
         Subsidiaries in an aggregate principal amount which, when aggregated
         with the aggregate principal amount of all other Indebtedness then
         outstanding and incurred pursuant to this clause (m), does not at any
         one time outstanding exceed the sum of (x) $100.0 million and (y) 100%
         of the net cash proceeds received by the Company from the sale of its
         Equity Interests (other than Disqualified Stock) after the date of this
         Indenture to the extent such net cash proceeds have not been applied to
         make Restricted Payments or to effect other transactions pursuant to
         Section 4.07 hereof.

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

         Notwithstanding the foregoing, the Company shall not incur or suffer to
exist, or permit any of its Restricted Subsidiaries or its Unrestricted
Subsidiaries to incur or suffer to exist, any Obligations with respect to an
Unrestricted Subsidiary that would violate the provisions set forth in the
definition of Unrestricted Subsidiary. Specifically, without limiting the
generality of the foregoing, if an Unrestricted Subsidiary incurs Indebtedness
that is not Non-Recourse Debt or any Indebtedness of an Unrestricted Subsidiary
ceases to be Non-Recourse Debt, such Unrestricted Subsidiary 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.

         Notwithstanding any other provision of this Section 4.09, the Company
shall not issue any Indebtedness in exchange for the Existing Preferred Stock
unless the Weighted Average Life to Maturity of such Indebtedness is at least
one year longer than the remaining Weighted Average Life to Maturity of the
Notes.

Section 4.10.     Fall-Away Event.

         The Company's and its Restricted Subsidiaries' obligations to comply
with the provisions of Sections 4.07, 4.09, 4.11, 4.16 and 5.01 hereof will
terminate if and when the Notes achieve Investment Grade Status (a "Fall-Away
Event"); provided, however, that the Company's and its Restricted 



                                       41
<PAGE>   48

Subsidiaries' obligations to comply with such provisions shall be reinstated as
to events occurring after the date of reinstatement if the Notes cease to be of
Investment Grade Status, subject to the terms, conditions and obligations set
forth in this Indenture.

Section 4.11.     Transactions with Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate in any single transaction or series of related transactions
involving aggregate payments or consideration in excess of $5.0 million (each,
an "Affiliate Transaction"), unless:

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

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

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

(a)      reasonable and customary directors' fees, indemnification and similar
         arrangements and payments thereunder;

(b)      any obligations of the Company under any employment agreement,
         noncompetition or confidentiality agreement with any officer of the
         Company, as in effect on the date of this Indenture (provided that each
         amendment of any of the foregoing agreements shall be subject to the
         limitations of this Section 4.11);

(c)      Restricted Payments that are permitted by the provisions of Section
         4.07 hereof;

(d)      any issuance of securities, or other payments, awards or grants in
         cash, securities or otherwise pursuant to, or the funding of,
         employment arrangements, stock options and stock ownership plans
         approved by the Board of Directors;

(e)      loans or advances to employees in the ordinary course of business of
         the Company or any of its Restricted Subsidiaries consistent with the
         past practices;

(f)      payments by the Company or any of its Restricted Subsidiaries to PIA or
         its Affiliates made for any financial advisory, financing, underwriting
         or placement services or in respect of other investment banking or
         similar services, including, without limitation, in connection with
         acquisitions or divestitures, which payments are approved by a majority
         of the Board of Directors in good faith;

(g)      transactions in which the Company or any of its Restricted
         Subsidiaries, as the case may be, delivers to the Trustee a letter from
         an Independent Financial Advisor stating that such transaction 



                                       42
<PAGE>   49

         is fair to the Company or such Restricted Subsidiary from a financial
         point of view or that it is on terms that are no less favorable than
         those that might reasonably have been obtained in a comparable
         transaction on an arms-length basis from a person that is not an
         Affiliate;

(h)      the existence of, or the performance by the Company or any of its
         Restricted Subsidiaries of its obligations under the terms of, any
         Stock Purchase Agreement (including any registration rights agreement
         or purchase agreement related thereto) to which it is a party as of the
         date of this Indenture and any similar agreements that it may enter
         into thereafter; provided, however, that the existence of, or the
         performance by the Company or any of its Restricted Subsidiaries of
         obligations under any future amendment to any such existing agreement
         or under any similar agreement entered into after the date of this
         Indenture shall only be permitted by this clause (h) to the extent that
         the terms, taken as a whole, of any such amendment or new agreement are
         not otherwise disadvantageous to the Holders in any material respect;

(i)      transactions with customers, clients, suppliers, or purchasers or
         sellers of goods or services, in each case in the ordinary course of
         business and otherwise in compliance with the terms of this Indenture
         which are fair to the Company or its Restricted Subsidiaries, in the
         reasonable determination of the Board of Directors or the management
         thereof, or are on terms, taken as a whole, at least as favorable as
         might reasonably have been obtained at such time from a person that is
         not an Affiliate;

(j)      any agreement as in effect since the date of this Indenture or any
         amendment thereto (so long as any such amendment, taken as a whole, is
         not disadvantageous to the Holders in any material respect) or any
         transaction contemplated thereby; and

(k)      any purchase of Capital Stock (other than Disqualified Stock) of the
         Company by Affiliates thereof.

Section 4.12.     Corporate Existence.

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

Section 4.13.     Payments for Consent.

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




                                       43
<PAGE>   50

Section 4.14.     Additional Note Guarantees.

         If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary after the date of this Indenture, then that newly acquired
or created Domestic Subsidiary must become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel to the Trustee within
10 Business Days of the date on which it was acquired or created; provided,
however, this covenant shall not apply to any Subsidiary that has been properly
designated as an Unrestricted Subsidiary in accordance with Section 4.08 hereof
for so long as it continues to constitute an Unrestricted Subsidiary. The form
of such Supplemental Indenture is attached as Exhibit F hereto.

Section 4.15.     Offer to Repurchase Upon Change of Control.

         (a)      Upon the occurrence of a Change of Control, the Company shall
make an offer (a "Change of Control Offer") to each Holder to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest (including Special Interest), to
the date of purchase (the "Change of Control Payment"). Within 10 days following
any Change of Control, the Company shall mail a notice to each Holder stating:
(i) that the Change of Control Offer is being made pursuant to this Section 4.15
and that all Notes tendered will be accepted for payment; (ii) the purchase
price and the purchase date, which shall be no earlier than 30 days and no later
than 60 days from the date such notice is mailed (the "Change of Control Payment
Date"); (iii) that any Note not tendered will continue to accrue interest; (iv)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest after the Change of Control Payment Date; (v)
that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes in connection with a Change of Control. To the extent that
the provisions of any Securities laws or regulations conflict with this Section
4.15, the Company shall comply with the applicable Securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue of such conflict.

         (b)      On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly mail to each Holder of Notes the
Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered by such Holder, if any; provided, that each such new Note shall be
in a principal amount of $1,000 or an integral multiple thereof. The Company
shall 



                                       44
<PAGE>   51

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

         (c)      Prior to complying with any of the provisions of this Section
4.15, but in any event within 90 days following a Change of Control, the Company
shall either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15.

         (d)      Notwithstanding anything to the contrary in this Section 4.15,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Sections 3.01 through 3.06 hereof and all other
provisions of this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

Section 4.16.     No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.


                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.

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

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

         (b)      the Person formed by or surviving any such consolidation or
                  merger (if other than the Company) or the Person to which such
                  sale, assignment, transfer, conveyance or other disposition
                  shall have been made assumes all the obligations of the
                  Company under the Notes, this Indenture and the Registration
                  Rights Agreement pursuant to agreements reasonably
                  satisfactory to the Trustee;

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


                                       45
<PAGE>   52

            (d)    the Company or the Person formed by or surviving any such
                   consolidation or merger (if other than the Company), or to
                   which such sale, assignment, transfer, conveyance or other
                   disposition shall have been made will either:

                  (i)      on the date of such transaction after giving pro
                           forma effect thereto and any related financing
                           transactions as if the same had occurred at the
                           beginning of the applicable four-quarter period, be
                           permitted to incur at least $1.00 of additional
                           Indebtedness (other than Permitted Debt) pursuant to
                           the Leverage Ratio test set forth in the first
                           paragraph of Section 4.09 hereof; or

                  (ii)     have a Leverage Ratio less than the Leverage Ratio of
                           the Company immediately prior to such transaction.

         Notwithstanding the foregoing clauses (b) and (d), (i) any Restricted
Subsidiary of the Company may consolidate with, merge into or transfer all or
part of its properties and assets to the Company or to another Restricted
Subsidiary and (ii) the Company may merge with an Affiliate of the Company
organized solely for the purposes of reorganizing the Company in another
jurisdiction in the United States to realize tax or other benefits.

         In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 shall not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Wholly Owned Restricted Subsidiaries.

Section 5.02.     Successor Corporation Substituted.

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


                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.

         An "Event of Default" occurs if:

         (a)      the Company defaults in the payment when due of interest
(including Special Interest) on the Notes whether or not prohibited by Article
Ten hereof and such default continues for a period of 30 days;


                                       46
<PAGE>   53

         (b)      the Company defaults in the payment when due of principal of
or premium, if any, on the Notes when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise whether or not prohibited by Article Ten hereof;

         (c)      the Company or any of its Restricted Subsidiaries fails to
comply with any of the provisions of Section 4.07, 4.09, 4.15 or 5.01 hereof;

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

         (e)      a default occurs under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default") or (ii) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness the maturity of which has been
so accelerated, aggregates $20.0 million or more;

         (f)      a final judgment or final judgments for the payment of money
are entered by a court or courts of competent jurisdiction against the Company
or any of its Significant Restricted Subsidiaries or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Restricted
Subsidiary and such judgment or judgments remain undischarged for a period
(during which execution shall not be effectively stayed) of 60 consecutive days,
provided that the aggregate of all such undischarged judgments exceeds $10.0
million;

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

                  (i)      commences a voluntary case,

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

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

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

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

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

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


                                       47
<PAGE>   54

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

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

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

           (i)    except as permitted by this Indenture, any Note Guarantee of
any Significant Restricted Subsidiary is held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor that is a Significant Restricted Subsidiary, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under such Guarantor's Note Guarantee.

Section 6.02.     Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company, any
Significant Restricted Subsidiary or any group of Restricted Subsidiaries that,
taken as a whole, would constitute a Significant Restricted Subsidiary) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the
Company, any of its Significant Restricted Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Restricted Subsidiary, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

         If an Event of Default occurs on or after February 1, 2004 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to February 1,
2004 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 such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on February 1 of the years
set forth below, as set forth below (expressed as a percentage of the principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):

<TABLE>
<CAPTION>
        YEAR                                                      PERCENTAGE
        ----                                                      ----------
        <S>                                                       <C>     
        1999..........................................             109.375%
        2000..........................................             108.438%
        2001..........................................             107.500%
        2002..........................................             106.563%
        2003..........................................             105.625%
</TABLE>


                                       48
<PAGE>   55

Section 6.03.     Other Remedies.

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

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

Section 6.04.     Waiver of Past Defaults.

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

Section 6.05.     Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06.     Limitation on Suits.

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

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

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

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

         (d)      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


                                       49
<PAGE>   56

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

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

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

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

Section 6.08.     Collection Suit by Trustee.

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

Section 6.09.     Trustee May File Proofs of Claim.

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

Section 6.10.     Priorities.

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


                                       50
<PAGE>   57

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

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

                  Third:   to the Company or to such party as a court of
         competent jurisdiction shall direct by a final, non-appealable judgment
         or order.

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

Section 6.11.     Undertaking for Costs.

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


                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.     Duties of Trustee.

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

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

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

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



                                       51
<PAGE>   58

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

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

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

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

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

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

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

Section 7.02.     Rights of Trustee.

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

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

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

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

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

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



                                       52
<PAGE>   59

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

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

         (i)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

Section 7.03.     Individual Rights of Trustee.

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

Section 7.04.     Trustee's Disclaimer.

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

Section 7.05.     Notice of Defaults.

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

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

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes 



                                       53
<PAGE>   60

a brief report dated as of such reporting date that complies with TIA ss. 313(a)
(but if no event described in TIA ss. 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA ss. 313(c).

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

Section 7.07.     Compensation and Indemnity.

         The Company shall pay to the Trustee as agreed upon in writing 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 shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

         The Company shall fully indemnify the Trustee against any and all
losses, claims, damages, liabilities or expenses (including taxes other than
taxes based on the income of the Trustee) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or willful misconduct. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and 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 obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

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

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


                                       54
<PAGE>   61

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 7.08.

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

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

         (b)      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;

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

         (d)      the Trustee becomes incapable of acting.

         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 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.

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

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

Section 7.09.     Successor Trustee by Merger, etc.

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


                                       55
<PAGE>   62

Section 7.10.     Eligibility; Disqualification.

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

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

Section 7.11.     Preferential Collection of Claims Against Company.

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

Section 7.12.     Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

Section 8.02.     Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, 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 (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments



                                       56
<PAGE>   63

acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium and Special Interest, if any, and interest on such
Notes when such payments are due, (b) the Company's obligations with respect to
such Notes under Article Two and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

Section 8.03.     Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.11, 4.13, 4.14, 4.15 and 4.16 hereof and clause (d) of Section
5.01 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04.     Conditions to Legal or Covenant Defeasance.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

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

         (b)      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 reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes 



                                       57
<PAGE>   64

as a result of such Legal Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;

         (c)      in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

         (d)      no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article Eight
concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

         (e)      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;

         (f)      the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;

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

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

         (i)      the Company shall have delivered to the Trustee the written
consent of the holders of each series of Senior Debt or their designated
representative.

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 and Special Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.


                                       58
<PAGE>   65

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof 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 Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06.     Repayment to Company.

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

Section 8.07.     Reinstatement.

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


                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes.

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


                                       59
<PAGE>   66

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

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

         (c)      to provide for the assumption of the Company's or a
Guarantor's obligations to the Holders of the Notes by a successor to the
Company pursuant to Article Five or Article Eleven hereof;

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

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

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

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

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

Section 9.02.     With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including
Section 4.15 hereof), the Note Guarantees and the Notes with the consent of the
Holders of at least a majority in principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or 

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<PAGE>   67

supplemental Indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

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

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

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

         (b)      reduce the principal of or change the fixed maturity of any
Note or alter or waive any of the provisions with respect to the redemption of
the Notes except as provided above with respect to Section 4.15 hereof;

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

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

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

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

         (g)      waive a redemption payment with respect to any Note other than
a payment required under Section 4.15 hereof;

         (h)      make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions; or

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

         In addition, without the consent of at least 75% in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Notes), no waiver or
amendment to this Indenture may make any change in the provisions of Article Ten
hereof that adversely affects the rights of any Holder of Notes.


                                       61
<PAGE>   68

Section 9.03.     Compliance with Trust Indenture Act.

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

Section 9.04.     Revocation and Effect of Consents.

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

Section 9.05.     Notation on or Exchange of Notes.

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

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

Section 9.06.     Trustee to Sign Amendments, etc.

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


                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01.    Agreement to Subordinate.

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



                                       62
<PAGE>   69

Section 10.02.    Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

                  (i)      holders of Senior Debt shall be entitled to receive
         payment in full of all Obligations due in respect of such Senior Debt
         (including interest after the commencement of any such proceeding at
         the rate specified in the applicable Senior Debt) before Holders of the
         Notes shall be entitled to receive any payment with respect to the
         Notes (except that Holders may receive (A) Permitted Junior Securities
         and (B) payments and other distributions made from any defeasance trust
         created pursuant to Section 8.01 hereof); and

                  (ii)     until all Obligations with respect to Senior Debt (as
         provided in clause (i) above) are paid in full, any distribution to
         which Holders would be entitled but for this Article Ten shall be made
         to holders of Senior Debt (except that Holders of Notes may receive (A)
         Permitted Junior Securities and (B) payments and other distributions
         made from any defeasance trust created pursuant to Section 8.01
         hereof), as their interests may appear.

Section 10.03.    Default on Designated Senior Debt.

         (a)      The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Securities and (B) payments and other
distributions made from any defeasance trust created pursuant to Section 8.01
hereof) until all principal and other Obligations with respect to the Senior
Debt have been paid in full if:

                  (i)      a default in the payment of any principal or other
         Obligations with respect to Designated Senior Debt occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior Debt; or

                  (ii)     a default, other than a payment default, on
         Designated Senior Debt occurs and is continuing that then permits
         holders of the Designated Senior Debt to accelerate its maturity and
         the Trustee receives a notice of the default (a "Payment Blockage
         Notice") from a Person who may give it pursuant to Section 10.10
         hereof. If the Trustee receives any such Payment Blockage Notice, no
         subsequent Payment Blockage Notice shall be effective for purposes of
         this Section unless and until 360 days shall have elapsed since the
         effectiveness of the immediately prior Payment Blockage Notice. No
         nonpayment default that existed or was continuing on the date of
         delivery of any Payment Blockage Notice to the Trustee shall be, or be
         made, the basis for a subsequent Payment Blockage Notice unless such
         default shall have been waived for a period of not less than 180 days.

         (b)      The Company may and shall resume payments on and distributions
in respect of the Notes and may acquire them upon the earlier of:

                  (i)      the date upon which the default is cured or waived,
         or

                  (ii)     in the case of a default referred to in clause (ii)
         of Section 10.03(a) hereof, 179 days pass after the applicable Payment
         Blockage Notice is received if the maturity of such Designated Senior
         Debt has not been accelerated,


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<PAGE>   70

if this Article Ten otherwise permits the payment, distribution or acquisition
at the time of such payment or acquisition.

Section 10.04.    Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05.    When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has been notified (as a result of the receipt of a Payment
Blockage Notice or otherwise) that such payment is prohibited by this Article
Ten, such payment shall be held by the Trustee or such Holder, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

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

Section 10.06.    Notice by Company.

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

Section 10.07.    Subrogation.

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

Section 10.08.    Relative Rights.

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


                                       64
<PAGE>   71

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

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

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

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

Section 10.09.    Subordination May Not Be Impaired by Company.

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

Section 10.10.    Distribution or Notice to Representative.

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

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

Section 10.11.    Rights of Trustee and Paying Agent.

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

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

Section 10.12.    Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the 



                                       65
<PAGE>   72

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

Section 10.14.    Amendments.

         The provisions of this Article Ten shall not be amended or modified
without the written consent of the holders of all Senior Debt. In addition,
without the consent of at least 75% in principal amount of the Notes then
outstanding (including such consents obtained in connection with a tender offer
or exchange offer for, or purchase of, such Notes), no waiver or amendment to
this Indenture may make any change in the provisions of this Article Ten that
adversely affects the rights of any Holder of Notes.

Section 10.15.    Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Indebtedness shall be
read into this Indenture against the Trustee.


                                   ARTICLE 11
                                 NOTE GUARANTEES

Section 11.01.    Guarantee.

         Subject to this Article Eleven, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or 



                                       66
<PAGE>   73

defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenant that this Note
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.

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

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

Section 11.02.    Subordination of Note Guarantee.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article Eleven shall be junior and subordinated to the Senior Guarantee of
such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
Ten hereof.

Section 11.03.    Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article Eleven,
result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent transfer or conveyance.

Section 11.04.    Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and 



                                       67
<PAGE>   74

that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents.

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

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

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

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.14 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.14 hereof and
this Article Eleven, to the extent applicable.

Section 11.05.    Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06 hereof, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person (other than the Company or another Guarantor)
whether or not affiliated with such Guarantor unless:

         (a)      subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than a Guarantor or the
Company) unconditionally assumes all the obligations of such Guarantor, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set
forth herein or therein; and

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

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

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


                                       68
<PAGE>   75

Section 11.06.    Releases Following Sale of Assets.

         In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all the Capital Stock of any Guarantor, in each case to a Person
that is not (either before or after giving effect to such transactions) a
Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee. In addition, if the Company properly designates any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such
Guarantor shall be released and relieved of any obligations under its Note
Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale, other
disposition or designation was made by the Company in accordance with the
provisions of this Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations
under its Note Guarantee.

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


                                   ARTICLE 12
                                  MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls.

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

Section 12.02.    Notices.

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

          If to the Company and/or any Guarantor:

          Carmike Cinemas, Inc.
          1301 First Avenue
          Columbus, Georgia  31902-2109
          Telecopier No.: (706) 576-3419
          Attention:  President



                                     69
<PAGE>   76
 
         With a copy to:

         Troutman Sanders LLP
         NationsBank Plaza
         600 Peachtree Street, N.E.
         Suite 5200
         Atlanta, Georgia  30308-2216
         Telecopier No.: (404) 962-6725
         Attention:  Patricia A. Wilson

         If to the Trustee:

         The Bank of New York
         101 Barclay Street, Floor 21 West
         New York, NY  10286
         Telecopier No.: (212) 815-5915
         Attention:  Corporate Trust Administration

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

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

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

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

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

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

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

Section 12.04.    Certificate and Opinion as to Conditions Precedent.

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


                                       70
<PAGE>   77

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

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

Section 12.05.    Statements Required in Certificate or Opinion.

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

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

         (b)      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;

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

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

Section 12.06.    Rules by Trustee and Agents.

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

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

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

Section 12.08.    Governing Law.

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



                                       71
<PAGE>   78

Section 12.09.    No Adverse Interpretation of Other Agreements.

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

Section 12.10.    Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.06 hereof.

Section 12.11.    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.

Section 12.12.    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 12.13.    Table of Contents, Headings, etc.

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


                         [Signatures on following page]






                                       72
<PAGE>   79



                                   SIGNATURES

Dated as of February 3, 1999
                                         CARMIKE CINEMAS, INC.


                                         By:/s/ F. Lee Champion, III
                                            ---------------------------------
                                              Name: F. Lee Champion, III
                                              Title: Senior Vice President,
                                                     General Counsel & Secretary


                                         EASTWYNN THEATRES, INC.


                                         By:/s/ F. Lee Champion, III
                                            ---------------------------------
                                              Name: F. Lee Champion, III
                                              Title: Senior Vice President,
                                                     General Counsel & Secretary


                                         WOODEN NICKEL PUB, INC.


                                         By:/s/ F. Lee Champion, III
                                            ---------------------------------
                                              Name: F. Lee Champion, III
                                              Title: Secretary










                            Indenture Signature Page

<PAGE>   80



Dated as of February 3, 1999
                                          THE BANK OF NEW YORK, AS TRUSTEE


                                          By:/s/ Marie E. Trimboli
                                             ---------------------------------
                                               Name: Marie E. Trimboli
                                               Title: Assistant Treasurer












                            Indenture Signature Page
<PAGE>   81


                                 [Face of Note]

                                                            CUSIP/CINS 143436AC7


         9 3/8% [Series A] [Series B] Senior Subordinated Notes due 2009

No. ___                                                            $____________


                              Carmike Cinemas, Inc.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of $___________

Dollars on February 1, 2009.

Interest Payment Dates:  February 1 and August 1

Record Dates:  January 15 and July 15

Dated: February 3, 1999









                            Indenture Signature Page
<PAGE>   82






                                         Dated as of February 3, 1999


                                         Carmike Cinemas, Inc.



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



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



                                                           (SEAL)


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

THE BANK OF NEW YORK,
  as Trustee


By: 
   --------------------------------------------
         (Authorized Signatory)


<PAGE>   83




                                 [Back of Note]
         9 3/8% [Series A] [Series B] Senior Subordinated Notes due 2009

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

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

         1.       INTEREST. Carmike Cinemas, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9 3/8% per annum from February 3, 1999 until maturity and shall pay the Special
Interest payable pursuant to Section 2(d) of the Registration Rights Agreement
referred to below. The Company will pay interest and Special Interest
semi-annually in arrears on February 1 and August 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be August 1, 1999. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if
any, (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

         2.       METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Special Interest, if any, to the Persons who are
registered Holders of Notes at the close of business on the January 15 or July
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium, if any, and interest
(including Special 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 including Special Interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest, premium and
Special Interest on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

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

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of February 3, 1999 ("Indenture") between the Company and the Trustee.
The terms of the Notes include those stated 




                                      A-2
<PAGE>   84

in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $350.0 million in aggregate principal amount of which $200.0
million are Initial Notes and up to $150.0 million may be issued as Additional
Notes.

         5.       OPTIONAL REDEMPTION.

         (a)      Except as set forth in subparagraph (b) of this Paragraph 5,
the Notes shall not be redeemable at the Company's option pursuant to this
Paragraph 5 prior to February 1, 2004. On or after February 1, 2004, the Company
may redeem all or a part of the Notes upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest (including Special
Interest), to the applicable redemption date, if redeemed during the
twelve-month period beginning on February 1 of the years indicated below:

<TABLE>
<CAPTION>
        Year                                                          Percentage
        ----                                                          ----------
        <S>                                                           <C>     
        2004...................................................        104.688%
        2005...................................................        103.125%
        2006...................................................        101.563%
        2007 and thereafter....................................        100.000%
</TABLE>

         (b)      Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to February 1, 2002, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes of
the redemption price equal to 109.375% of the principal amount thereof, plus
accrued and unpaid interest (including Special Interest) to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that at
least 65% in aggregate principal amount of Notes issued under the Indenture
remain outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries); and that such
redemption must occur within 60 days of the date of the closing of such Equity
Offering.

         6.       MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

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

         8.       NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in 



                                      A-3
<PAGE>   85

whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

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

         12.      DEFAULTS AND REMEDIES. Events of Default include: (i) default
for 30 days in the payment when due of interest (including Special Interest), on
the Notes whether or not prohibited by the subordination provisions of the
Indenture; (ii) default in payment when due of principal of, or premium, if any,
on the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise whether or not
prohibited by the subordination provisions of the Indenture, (iii) failure by
the Company to comply with Section 4.07, 4.09, 4.15 or 5.01 of the Indenture;
(iv) failure by the Company or any of its Restricted Subsidiaries for 60 days
after notice to the Company by the Trustee or the Holders of at least 25% in
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class to comply with certain other agreements in
the Indenture or the Notes; (v) default under certain other agreements relating
to Indebtedness of the Company which default (a) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money that remain undischarged for a period of 60 consecutive days;
(vii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Significant Restricted Subsidiaries or any group of Restricted


                                      A-4
<PAGE>   86

Subsidiaries, that taken as a whole, would constitute a Significant Restricted
Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor that is a
Significant Restricted Subsidiary or any Person acting on its behalf shall deny
or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

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

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

         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.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Exchange and
Registration Rights Agreement dated as of February 3, 1999, between the Company
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

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





                                      A-5
<PAGE>   87

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


Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901
Attention:  President









                                      A-6
<PAGE>   88

                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: 
                                             -----------------------------------
                                               (Insert assignee's legal name)

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

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

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

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

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

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

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

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


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

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






                                      A-7
<PAGE>   89

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 of the Indenture, check the appropriate box below:

                     [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.15 of the Indenture, state the amount you elect to
have purchased:

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


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


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

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






                                      A-8
<PAGE>   90


             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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

<TABLE>
<CAPTION>
                                                                       Principal Amount         Signature of
                     Amount of decrease in  Amount of increase in    of this Global Note     authorized officer of 
                       Principal Amount       Principal Amount     following such decrease     Trustee or Note
Date of Exchange      of this Global Note    of this Global Note         (or increase)            Custodian
----------------      -------------------    -------------------         -------------            ---------
<S>                  <C>                    <C>                    <C>                       <C>
</TABLE>





















* This schedule should be included only if the Note is issued in global form.



                                      A-9
<PAGE>   91


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY  10286


         Re: 9 3/8% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of February 3, 1999
(the "Indenture"), between Carmike Cinemas, Inc., as issuer (the "Company"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

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



                                      B-1
<PAGE>   92

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

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

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

                                       or

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

                                       or

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

                                       or

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

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

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



                                      B-2
<PAGE>   93

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

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

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

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

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


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

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




                                      B-3
<PAGE>   94

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

           (a)  [ ]  a beneficial interest in the:

                (i)  [ ]      144A Global Note (CUSIP__________), or
                (ii) [ ]      Regulation S Global Note (CUSIP__________), or
                (iii)[ ]      IAI Global Note (CUSIP___________); or

           (b)  [ ]  a Restricted Definitive Note.


2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

           (a)  [ ]  a beneficial interest in the:

                (i)  [ ]      144A Global Note (CUSIP_________), or
                (ii) [ ]      Regulation S Global Note (CUSIP__________), or
                (iii)[ ]      IAI Global Note (CUSIP_________); or
                (iv) [ ]      Unrestricted Global Note (CUSIP__________); or

           (b)  [ ]  a Restricted Definitive Note; or

           (c)  [ ]  an Unrestricted Definitive Note,

           in accordance with the terms of the Indenture.






                                      B-4
<PAGE>   95
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY  10286




           Re:  9 3/8% Senior Subordinated Notes due 2009

                              (CUSIP ____________)

           Reference is hereby made to the Indenture, dated as of February __,
1999 (the "Indenture"), between Carmike Cinemas, Inc., as issuer (the
"Company"), and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

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

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

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



                                      C-1
<PAGE>   96

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

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

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

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

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




                                      C-2
<PAGE>   97
                                                                       EXHIBIT C


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


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


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












                                      C-3
<PAGE>   98

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901

The Bank of New York
101 Barclay Street, Floor 21 West
New York, NY  10286


         Re: 9 3/8% Senior Subordinated Notes due 2009

         Reference is hereby made to the Indenture, dated as of February __,
1999 (the "Indenture"), between Carmike Cinemas, Inc., as issuer (the
"Company"), and The Bank of New York, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

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

         (b) [ ]    a Definitive Note,

         we confirm that:

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

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

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies 




                                      D-1
<PAGE>   99
                                                                       EXHIBIT D


with the foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.

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

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

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

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


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















                                      D-2
<PAGE>   100
                          FORM OF NOTATION OF GUARANTEE

           For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of February 3, 1999 (the "Indenture") among
Carmike Cinemas, Inc., the Guarantors listed on Schedule I thereto and The Bank
of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, interest and Special Interest, if any, on the
Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and
the Indenture are expressly set forth in Article 11 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.





<PAGE>   101




                                      EASTWYNN THEATRES, INC.


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


                                      WOODEN NICKEL PUB, INC.


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



<PAGE>   102


                                                                       EXHIBIT F



                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Carmike Cinemas, Inc. (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and The Bank of New York, as trustee under the
indenture referred to below (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of February 3, 1999 providing
for the issuance of an aggregate principal amount of up to $350.0 million of
9 3/8% Senior Subordinated Notes due 2009 (the "Notes");

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

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

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

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

         2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees as follows:

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

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

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




                                      F-1
<PAGE>   103

                                    guaranteed for whatever reason, the
                                    Guarantors shall be jointly and severally
                                    obligated to pay the same immediately.

                  (b)      The obligations hereunder shall be unconditional,
                           irrespective of the validity, regularity or
                           enforceability of the Notes or the Indenture, the
                           absence of any action to enforce the same, any waiver
                           or consent by any Holder of the Notes with respect to
                           any provisions hereof or thereof, the recovery of any
                           judgment against the Company, any action to enforce
                           the same or any other circumstance which might
                           otherwise constitute a legal or equitable discharge
                           or defense of a guarantor.

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

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

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

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

                  (g)      As between the Guarantors, on the one hand, and the
                           Holders and the Trustee, on the other hand, (x) the
                           maturity of the obligations guaranteed hereby may be
                           accelerated as provided in Article Six of the
                           Indenture for the purposes of this Note Guarantee,
                           notwithstanding any stay, injunction or other
                           prohibition preventing such acceleration in respect
                           of the obligations guaranteed hereby, and (y) in the
                           event of any declaration of acceleration of such
                           obligations as provided in Article Six of the
                           Indenture, such obligations (whether or not due and
                           payable) shall forthwith become due and payable by
                           the Guarantors for the purpose of this Note
                           Guarantee.

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

                  (i)      Pursuant to Section 11.03 of the Indenture, after
                           giving effect to any maximum amount and any other
                           contingent and fixed liabilities that are relevant
                           under any applicable Bankruptcy or fraudulent
                           conveyance laws, and after giving effect to any
                           collections from, rights to receive contribution from
                           or payments made by or on behalf of any other
                           Guarantor in respect of the obligations of such other
                           Guarantor under Article Eleven of the Indenture, this
                           new Note Guarantee shall be limited to the maximum
                           amount permissible such that the obligations of such



                                      F-2
<PAGE>   104

                           Guarantor under this Note Guarantee will not
                           constitute a fraudulent transfer or conveyance.

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

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

         (a)      The Guaranteeing Subsidiary may not sell or otherwise dispose
of all or substantially all of its assets or consolidate with or merge with or
into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

                 (i)  subject to Sections 11.05 and 11.06 of the Indenture, the
      Person formed by or surviving any such consolidation or merger (if other
      than a Guarantor or the Company) unconditionally assumes all the
      obligations of such Guarantor, pursuant to a supplemental indenture in
      form and substance reasonably satisfactory to the Trustee, under the
      Notes, the Indenture, the Note Guarantee and the Registration Rights
      Agreement on the terms set forth herein or therein; and

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

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

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

         5.       RELEASES.

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



                                      F-3
<PAGE>   105

Guarantee. In addition, if the Company properly designates any Restricted
Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such
Guarantor shall be released and relieved of any obligations under its Note
Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale, other
disposition or designation was made by the Company in accordance with the
provisions of the Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations
under its Note Guarantee.

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

         6.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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







                                      F-4
<PAGE>   106

           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:  _______________, ____

                                      [GUARANTEEING SUBSIDIARY]


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

                                      CARMIKE CINEMAS, INC.


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

                                      EASTWYNN THEATRES, INC.


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

                                      WOODEN NICKEL PUB, INC.


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

                                      THE BANK OF NEW YORK
                                        as Trustee


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





                                      F-5
<PAGE>   107



                                   SCHEDULE I
                             SCHEDULE OF GUARANTORS

               The following schedule lists each Guarantor under the Indenture
as of the Issue Date:

1.       Eastwynn Theatres, Inc.
2.       Wooden Nickel Pub, Inc.
















                                Schedule I Page 1