<PAGE>
                                                                     EXHIBIT 4.1

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

                          JOHN Q. HAMMONS HOTELS, L.P.
                                       AND
                 JOHN Q. HAMMONS HOTELS FINANCE CORPORATION III

                          AS JOINT AND SEVERAL OBLIGORS

                                  $510,000,000

                              SERIES A AND SERIES B
                           8-7/8% FIRST MORTGAGE NOTES

                                DUE MAY 15, 2012

                                   ----------



                                    INDENTURE

                            DATED AS OF MAY 21, 2002

                                   ----------





                                   ----------

                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                   ----------

                                     TRUSTEE




================================================================================
<PAGE>


                             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)..............................................................13.03
   (c)..............................................................13.03
313(a)...............................................................7.06
   (b)(1)...........................................................10.03
   (b)(2).......................................................7.06;7.07
   (c)...................................................7.06,10.03;13.02
   (d)...............................................................7.06
314(a)...................................................4.03;13.02;13.05
   (b)..............................................................10.02
   (c)(1)...........................................................13.04
   (c)(2)...........................................................13.04
   (c)(3)............................................................N.A.
   (d)..................................................10.03,10.04,10.05
   (e)..............................................................13.05
   (f)...............................................................N.A.
315(a)...............................................................7.01
   (b).........................................................7.05,13.02
   (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)..............................................................13.01
   (b)...............................................................N.A.
   (c)..............................................................13.01
</Table>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



<PAGE>



                                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..............................................20
Section 1.03   Incorporation by Reference of Trust Indenture Act..............21
Section 1.04   Rules of Construction..........................................21

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01   Form and Dating................................................22
Section 2.02   Execution and Authentication...................................23
Section 2.03   Registrar and Paying Agent.....................................24
Section 2.04   Paying Agent to Hold Money in Trust............................24
Section 2.05   Holder Lists...................................................24
Section 2.06   Transfer and Exchange..........................................24
Section 2.07   Replacement Notes..............................................37
Section 2.08   Outstanding Notes..............................................37
Section 2.09   Treasury Notes.................................................38
Section 2.10   Temporary Notes................................................38
Section 2.11   Cancellation...................................................38
Section 2.12   Defaulted Interest.............................................38

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee.............................................39
Section 3.02   Selection of Notes to Be Redeemed or Purchased.................39
Section 3.03   Notice of Redemption...........................................39
Section 3.04   Effect of Notice of Redemption.................................40
Section 3.05   Deposit of Redemption or Purchase Price........................40
Section 3.06   Notes Redeemed or Purchased in Part............................41
Section 3.07   Optional Redemption............................................41
Section 3.08   Mandatory Redemption...........................................41
Section 3.09   Offer to Purchase by Application of Excess Proceeds............42

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01   Payment of Notes...............................................43
Section 4.02   Maintenance of Office or Agency................................43
Section 4.03   Reports........................................................44
Section 4.04   Compliance Certificate.........................................45
Section 4.05   Taxes..........................................................45
Section 4.06   Stay, Extension and Usury Laws.................................45
Section 4.07   Restricted Payments............................................46
Section 4.08   Dividend and Other Payment Restrictions Affecting
               Subsidiaries...................................................48
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred
               Stock..........................................................49
</Table>


                                       i
<PAGE>

<Table>


<S>            <C>                                                          <C>
Section 4.10   Asset Sales....................................................50
Section 4.11   Transactions with Affiliates...................................52
Section 4.12   Liens..........................................................53
Section 4.13   Line of Business...............................................53
Section 4.14   Partnership and Corporate Existence............................54
Section 4.15   Offer to Repurchase Upon Change of Control.....................54
Section 4.16   Maintenance of Insurance.......................................55
Section 4.17   Maintenance of Management Contracts............................56
Section 4.18   Designation of Restricted and Unrestricted Subsidiaries........56
Section 4.19   Additional Collateral; Acquisition of Assets or Property.......57
Section 4.20   Further Assurances.............................................57
Section 4.21   Restrictions on Activity of Finance............................58
Section 4.22   Payments for Consent...........................................58
Section 4.23   Additional Subsidiary Guarantees...............................58
Section 4.24   Collateral Documents...........................................58
Section 4.25   Additional Partnership Contribution............................59
Section 4.26   Maintenance of Collateral......................................59

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.......................59
Section 5.02   Successor Corporation Substituted..............................60

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default..............................................60
Section 6.02   Acceleration...................................................62
Section 6.03   Other Remedies.................................................63
Section 6.04   Waiver of Past Defaults........................................63
Section 6.05   Control by Majority............................................63
Section 6.06   Limitation on Suits............................................63
Section 6.07   Rights of Holders of Notes to Receive Payment..................64
Section 6.08   Collection Suit by Trustee.....................................64
Section 6.09   Trustee May File Proofs of Claim...............................64
Section 6.10   Priorities.....................................................65
Section 6.11   Undertaking for Costs..........................................65

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   Duties of Trustee..............................................65
Section 7.02   Rights of Trustee..............................................66
Section 7.03   Individual Rights of Trustee...................................67
Section 7.04   Trustee's Disclaimer...........................................67
Section 7.05   Notice of Defaults.............................................67
Section 7.06   Reports by Trustee to Holders of the Notes.....................67
Section 7.07   Compensation and Indemnity.....................................68
Section 7.08   Replacement of Trustee.........................................68
Section 7.09   Successor Trustee by Merger, etc...............................69
Section 7.10   Eligibility; Disqualification..................................69
Section 7.11   Preferential Collection of Claims Against the Issuers..........69
</Table>

                                       ii

<PAGE>

<Table>

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

<S>            <C>                                                           <C>
Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.......70
Section 8.02   Legal Defeasance and Discharge.................................70
Section 8.03   Covenant Defeasance............................................70
Section 8.04   Conditions to Legal or Covenant Defeasance.....................71
Section 8.05   Deposited Money and Government Securities to be Held in
               Trust; Other Miscellaneous Provisions..........................72
Section 8.06   Repayment to Issuers...........................................72
Section 8.07   Reinstatement..................................................73

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes............................73
Section 9.02   With Consent of Holders of Notes...............................74
Section 9.03   Compliance with Trust Indenture Act............................75
Section 9.04   Revocation and Effect of Consents..............................75
Section 9.05   Notation on or Exchange of Notes...............................75
Section 9.06   Trustee to Sign Amendments, etc................................76

                                   ARTICLE 10.
                             COLLATERAL AND SECURITY

Section 10.01  Collateral Documents...........................................76
Section 10.02  Recording and Opinions.........................................76
Section 10.03  Release of Collateral..........................................77
Section 10.04  Certificates of the Issuers....................................78
Section 10.05  Certificates of the Trustee....................................78
Section 10.06  Authorization of Actions to Be Taken by the Trustee Under
               the Collateral Documents.......................................78
Section 10.07  Authorization of Receipt of Funds by the Trustee Under the
               Collateral Documents...........................................79
Section 10.08  Termination of Security Interest...............................79

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01  Guarantee......................................................79
Section 11.02  Limitation on Subsidiary Guarantor Liability...................80
Section 11.03  Execution and Delivery of a Supplemental Indenture.............80
Section 11.04  Releases Following Sale of Assets..............................80

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.....................................81
Section 12.02  Application of Trust Money.....................................82

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls...................................82
Section 13.02  Notices........................................................82
Section 13.03  Communication by Holders of Notes with Other Holders
               of Notes.......................................................83
Section 13.04  Certificate and Opinion as to Conditions Precedent.............83
Section 13.05  Statements Required in Certificate or Opinion..................84
Section 13.06  Rules by Trustee and Agents....................................84
</Table>

                                       iii


<PAGE>

<Table>

<S>            <C>                                                           <C>
Section 13.07  No Personal Liability of Directors, Officers, Employees
               and Stockholders...............................................84
Section 13.08  Governing Law..................................................84
Section 13.09  No Adverse Interpretation of Other Agreements..................85
Section 13.10  Successors.....................................................85
Section 13.11  Severability...................................................85
Section 13.12  Counterpart Originals..........................................85
Section 13.13  Table of Contents, Headings, etc...............................85

                                    EXHIBITS

Exhibit A-1   FORM OF NOTE
Exhibit A-2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
              INVESTOR
Exhibit E     FORM OF INTERCREDITOR AGREEMENT
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE
Exhibit G     Form of Pledge Agreement
Exhibit H     Form of Security Agreement
Exhibit I     Form of Deed of Trust
Exhibit J     Form of Mortgage
Exhibit K     FORM OF HAZARDOUS SUBSTANCE INDEMNITY AGREEMENT
Exhibit L     FORM OF CONTROL AGREEMENT

Appendix A    Existing Subsidiaries
Appendix B    Managed Hotels
</Table>

                                       iv

<PAGE>


         INDENTURE dated as of May 21, 2002 among John Q. Hammons Hotels, L.P.,
a Delaware limited partnership, John Q. Hammons Hotels Finance Corporation III,
a Missouri corporation, and Wachovia Bank, National Association, as trustee.

         Each of the Company and Finance, jointly and severally, and the Trustee
agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined) of the 8-7/8% Series A First Mortgage Notes
due 2012 (the "Series A Notes") and the 8-7/8% Series B First Mortgage Notes due
2012 (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-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

                  (1) Indebtedness of any other Person existing at the time such
         other Person merged with or into or became a Subsidiary of such
         specified Person, including Indebtedness incurred in connection with,
         or in contemplation of, such other Person merging with or into or
         becoming a Subsidiary of such specified Person; and

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

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

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

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

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets or rights; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries taken as a whole will be governed by
         the provisions of Section 4.15 and/or Section 5.01 hereof and not by
         the provisions of Section 4.10 hereof;


                                       1
<PAGE>


                  (2) the issuance of Equity Interests by any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of the
         Company's Subsidiaries; and

                  (3) any Event of Loss.

         Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

                  (1) any single disposition, or related series of dispositions,
         of assets with an aggregate fair market value of less than $5.0
         million;

                  (2) the exchange of one or more lodging facilities and related
         assets held by the Company or any of its Restricted Subsidiaries for
         one or more lodging facilities and related assets of any other Person;
         provided, however, that:

                           (a) the fair market value of any lodging facilities
                  and related assets received by the Company or any of its
                  Restricted Subsidiaries pursuant to such exchange is at least
                  equal to the fair market value of the lodging facilities and
                  related assets exchanged by the Company and its Restricted
                  Subsidiaries;

                           (b) the fair market value of any lodging facilities
                  and related assets to be exchanged by and received by the
                  Company has been determined by the Board of Directors whose
                  resolution with respect thereto is delivered to the Trustee
                  and, if the fair market value of any lodging facilities and
                  related assets to be exchanged by and received by the Company
                  exceeds $5.0 million, the Board of Directors' determination is
                  based upon an opinion or appraisal issued by a reputable
                  accounting, appraisal or investment banking firm;

                           (c) if any other assets other than lodging facilities
                  and related assets are received by the Company or the
                  applicable Restricted Subsidiary in the exchange, such other
                  assets must be cash or Cash Equivalents and such cash and Cash
                  Equivalents will be deemed to be cash proceeds of an Asset
                  Sale for the purpose of calculating and applying Net Proceeds
                  as described in Section 4.10 hereof; and

                           (d) the aggregate fair market value of all lodging
                  facilities and related assets that may be exchanged by the
                  Company and its Restricted Subsidiaries pursuant to this
                  clause (2) may not exceed 5% of the Company Total Assets as of
                  the date hereof;

                  (3) an Event of Loss or related series of Events of Loss
         pursuant to which the aggregate value of the property or assets
         involved in such Event of Loss or Events of Loss is less than $5.0
         million;

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

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

         "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


                                       2
<PAGE>


term is used in Section 13(d)(3) of the Exchange Act), such "Person" will be
deemed to have beneficial ownership of all securities that such "Person" has the
right to acquire by conversion or exercise of other securities, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned"
have a corresponding meaning.

         "Board of Directors" means:

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

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

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

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

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

         "Capital Lease Obligation" means, at the time any determination 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 any and all shares, interests, participation,
rights or other equivalents (however designated) of corporate stock with respect
to corporations or partnership interests with respect to partnerships.

         "Cash Collateral Account" means any cash collateral account securing
the Obligations in respect of the Notes pursuant to a Control Agreement
substantially in the form of Exhibit L hereto.

         "Cash Equivalents" means:

                  (1) United States dollars;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than six months from the date
         of acquisition;

                  (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any domestic commercial bank having
         capital and surplus in excess of $510.0 million and a Thomson Bank
         Watch Rating of "B" or better;

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


                                       3
<PAGE>


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

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

         "Change of Control" means:

                  (1) the direct or indirect sale, transfer, conveyance or other
         disposition (other than by way or merger or consolidation), in one or a
         series of related transactions, of all or substantially all properties
         or assets of the Company and its Restricted Subsidiaries, taken as a
         whole, to any "person" or "group" (as those terms are used in Section
         13(d)(3) of the Exchange Act) other than the Principal Holders or their
         Related Parties;

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

                  (3) the Company consolidates with, or merges with or into, any
         Person, or any Person consolidates with, or merges with or into, the
         Company, in any such event pursuant to a transaction in which any of
         the outstanding Voting Stock of the Company or such other Person is
         converted into or exchanged for cash, securities or other property,
         other than any such transaction where the Voting Stock of the Company
         outstanding immediately prior to such transaction is converted into or
         exchanged for Voting Stock (other than Disqualified Stock) of the
         surviving or transferee Person constituting a majority of the
         outstanding shares of such Voting Stock of such surviving or transferee
         Person (immediately after giving effect to such issuance);

                  (4) the consummation of any transaction the result of which is
         that any "person" or "group" (as defined above), other than the
         Principal Holders and their Related Parties or Parent or the General
         Partner (with respect to ownership of the Company), beneficially owns,
         directly or indirectly, more than 25% ownership interest in the Company
         or of the voting power of the Voting Stock of any general partner (or
         more than a 35% ownership interest, in the case of a Section 501(c)(3)
         Person), in any case, other than as a result of the purchase or other
         acquisition by the Company or the General Partner of Equity Interests
         of the Company or the General Partner from a Principal Holder or a
         Related Party of a Principal Holder;

                  (5) the first day on which the a majority of the members of
         the Board of Directors of any general partner of the Company are not
         Continuing Directors; or

                  (6) the first day on which the Company ceases to own 100% of
         the outstanding Equity Interests of Finance.

         "Clearstream" means Clearstream Banking, S.A.

         "Collateral" means all assets, now owned or hereafter acquired, of the
Company, Finance or any Restricted Subsidiary defined as Collateral in the
Collateral Documents.

         "Collateral Documents" means, collectively, the Security Agreements,
the Mortgages, the Deeds of Trust, the Pledge Agreements, or any other
agreement, instrument, financing statement or other document that evidences,
sets forth or limits the Lien of the Trustee in the Collateral.

         "Company" means John Q. Hammons Hotels, L.P., and any and all
successors thereto.


                                       4
<PAGE>


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

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

                  (2) provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         such provision for taxes was deducted in computing such Consolidated
         Net Income; plus

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

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

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

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

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

                  (1) the Net Income for such period of any Person that is an
         Unrestricted Subsidiary, or that is accounted for by the equity method
         of accounting, will be included only to the extent of the amount of
         dividends or distributions paid to the specified Person or Restricted
         Subsidiary thereof in respect of such period and net losses for such
         period attributable to Unrestricted Subsidiaries shall not be included;

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

                  (3) the Net Income of any Subsidiary will be excluded to the
         extent that the declaration or payment of dividends or similar
         distributions by that Subsidiary of its Net Income is not at the date
         of determination permitted without any prior governmental approval
         (which has not been obtained) or, directly or indirectly, by the
         operation of the terms of its charter or any agreement,


                                       5
<PAGE>


         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Subsidiary or its stockholders;

                  (4) in the case of the Company, Net Income for such period
         shall be reduced (to the extent that such amounts have not already been
         deducted from Net Income) by the aggregate amount of payments permitted
         to be distributed in such period to the Company's partners pursuant to
         clause (b)(4)(A) of Section 4.07 hereof; and

                  (5) the cumulative effect of a change in accounting principles
         shall be excluded.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of any general partner who:

                  (1) was a member of the Board of Directors of the General
         Partner on the date of this Indenture;

                  (2) was nominated for election or elected to the Board of
         Directors of a general partner with, or whose election to such Board of
         Directors was approved by, the affirmative vote of two-thirds of the
         Continuing Directors who were members of such Board at the time of such
         nomination or election; or

                  (3) was elected as a Director as the result of the exercise of
         voting power by the Principal Holders.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Facilities" means, one or more revolving credit facilities with
commercial lenders and providing for revolving credit borrowings, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time.

         "Credit Facility Collateral" means all of the following property of the
Company and its Restricted Subsidiaries, whether now existing or hereafter
acquired, arising or created and wheresoever located:

                  (1) all accounts, other than accounts constituting proceeds
         from the sale of the Collateral;

                  (2) all inventory;

                  (3) general tangibles constituting (a) claims under
         guaranties, security interests or other security held by or granted to
         the Company or any Restricted Subsidiary to secure payment of the
         accounts described in clause (1) above by the account debtor obligated
         thereon, (b) rights of indemnification relating to the inventory
         described in clause (2) above, (c) warranty claims relating to the
         inventory described in clause (2) above, or (d) computer programs,
         ledgers and other books and records, in each case, to the extent
         directly related to the accounts described in clause (1) above;

                  (4) all chattel paper, documents or instruments to the extent
         the same relate to the settlement or payment of the accounts described
         in clause (1) or the disposition or acquisition of the inventory
         described in clause (2) above; and


                                       6
<PAGE>


                  (5) to the extent not otherwise included, all proceeds,
         including insurance proceeds, of each of the foregoing and all
         accessions to, substitutions and replacements for, and rents, profits
         and products of each of the foregoing.

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

         "Deed of Trust" means each and every Deed of Trust dated as of the date
of this Indenture and substantially in the form of Exhibit I hereto, as each
such Deed of Trust may be amended, modified or supplemented from time to time.

         "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-1 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.

         "Disqualified Stock" means any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable or exercisable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the
right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale 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.

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

         "Equity Offering" means a public or private offering of common stock of
the General Partner that results in net cash proceeds to the General Partner of
at least $10.0 million.

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

         "Event of Loss" means, with respect to any property or asset (tangible
or intangible, real or personal), any of the following:

                  (1) any loss, destruction or damage of such property or asset;

                  (2) any institution of any proceedings for the condemnation or
         seizure of such property or asset or for the exercise of any right of
         eminent domain; or


                                       7
<PAGE>


                  (3) any actual condemnation, seizure or taking by exercise of
         the power of eminent domain or otherwise of such property or asset, or
         confiscation of such property or asset or the requisition of the use of
         such property or asset.

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

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

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

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

         "Existing Subsidiaries" means:

                  (1) the Subsidiaries of the Company in existence on the date
         of this Indenture, other than John Q. Hammons Finance Corporation, John
         Q. Hammons Finance Corporation II, Finance, J.Q.H. Inc. and John Q.
         Hammons Hotels Two, L.P., which Subsidiaries are listed on Appendix A
         hereto; and

                  (2) any Subsidiary formed by the Company after the date of
         this Indenture for the purpose of conducting food and beverage
         operations associated with a hotel owned or managed by the Company or a
         Restricted Subsidiary.

         "Existing Transactions" means:

                  (1) the provision of management services by the Company to
         hotels owned on the date of this Indenture by the Principal Holders and
         their Related Parties or by John Q. Hammons Two, L.P. in the ordinary
         course of business and consistent with past practices pursuant to
         management agreements in effect as of the date of this Indenture.

                  (2) the provision by Winegardner & Hammons, Inc. of accounting
         and other administrative services to the Company in the ordinary course
         of business and consistent with past practices; and

                  (3) the Lease Agreement between John Q. Hammons Hotels, L.P.
         and Tulsa Hills Investments, Inc. dated as of June 22, 1998, as in
         effect on the date of this Indenture.

         "Finance" means John Q. Hammons Hotel Finance Corporation III, and any
and all successors thereto.

         "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems preferred
equity subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such


                                       8
<PAGE>


issuance, repurchase or redemption of preferred equity, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period. In addition, for purposes of
calculating the Fixed Charge Coverage Ratio:

                  (1) acquisitions that have been made by the specified Person
         or any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the four-quarter reference period or subsequent to such reference
         period and on or prior to the Calculation Date will be given pro forma
         effect as if they had occurred on the first day of the four-quarter
         reference period and Consolidated Cash Flow for such reference period
         will be calculated on a pro forma basis in accordance with Regulation
         S-X under the Securities Act, but without giving effect to clause (2)
         of the proviso set forth in the definition of Consolidated Net Income;

                  (2) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, will be excluded;
         and

                  (3) the Fixed Charges attributable to discontinued operations,
         as determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, will be excluded, but only
         to the extent that the obligations giving rise to such Fixed Charges
         will not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

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

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

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

                  (3) any interest expense on Indebtedness of another Person
         that is Guaranteed by such Person or one of its Restricted Subsidiaries
         or, if the Existing Subsidiaries are Subsidiaries of such Person, any
         of the Existing Subsidiaries or secured by a Lien on assets of such
         Person or one of its Restricted Subsidiaries or, if the Existing
         Subsidiaries are Subsidiaries of such Person, any of the Existing
         Subsidiaries, whether or not such Guarantee or Lien is called upon;
         plus

                  (4) the product of (a) all dividends, whether paid or accrued
         and whether or not in cash, on any series of preferred equity of such
         Person or any of its Restricted Subsidiaries or any Existing
         Subsidiary, other than dividends on Equity Interests payable solely in
         Equity Interests of the Company (other than Disqualified Stock) or to
         the Company or a Restricted Subsidiary of the Company, times (b) a
         fraction, the numerator of which is one and the denominator of which is
         one minus the then current combined federal, state and local statutory
         tax rate of such Person,


                                       9
<PAGE>


         expressed as a decimal, in each case, on a consolidated basis and in
         accordance with GAAP; provided, that the sum of such tax rates shall in
         no event be less than zero nor more than 0.5.

         "Food and Beverage Holding Company" means Food and Beverage Holding
Company, a Missouri corporation and Subsidiary of the Company.

         "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 from time to time.

         "General Partner" means John Q. Hammons Hotels, Inc. or successor
entity serving as a general partner of the Company and, at such time as there
shall have been more than one general partner admitted to the Company, shall
mean the general partner acting as managing general partner under the
Partnership Agreement governing the Company.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A-1 hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

         "Government Securities" means securities that are (1) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by the bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended), as custodian with
respect to any such Government Security or a specific payment of principal of or
interest on any such Government Security held by such custodian for the account
of the holder of such depository receipt; provided, that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Governmental Security or the specific payment of
principal of or interest on the Governmental Security evidenced by such
depository receipt.

         "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.

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

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

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


                                       10
<PAGE>


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

         "Hospitality-Related Business" means the hotel business and other
business necessary for, incident to, connected with or arising out of the hotel
business, including developing and operating lodging facilities, restaurants and
other food-service facilities, sports or entertainment facilities, convention or
meeting facilities or other related activities and any additions or improvements
thereto.

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

                  (1) in respect of borrowed money;

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

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

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

                  (6) representing any Hedging Obligations,

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

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

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

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

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

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

         "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.

         "Intercreditor Agreement" means an intercreditor agreement
substantially in the form of Exhibit E hereto.

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


                                       11
<PAGE>


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.
If the Company or any of its Restricted Subsidiaries sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiaries of the
Company such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Company's Investments in such Subsidiary that were not
sold or disposed of in an amount determined as provided in clause (c) of Section
4.07 hereof. The acquisition by the Company or any of its Restricted
Subsidiaries of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Restricted Subsidiary in such
third Person in an amount equal to the fair market value of the Investments held
by the acquired Person in such third Person in an amount determined as provided
in clause (c) of Section 4.07 hereof.

         "Issuers" means each of the Company and Finance.

         "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 Issuers and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

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

         "Managed Hotels" means the nine hotels that are managed, but not owned,
by the Company as of the date of this Indenture listed on Appendix B hereto.

         "Mortgage" means each and every Mortgage dated as of the date of this
Indenture and substantially in the form of Exhibit J hereto, as each such
agreement may be amended, modified or supplemented from time to time.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred equity dividends, excluding, however, any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions), and
excluding any extraordinary gain (but not loss), together with any related
provision for taxes on such extraordinary gain (but not loss).


                                       12
<PAGE>


         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or disposition
of any non-cash consideration received in any Asset Sale), net of the direct
costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result thereof (including (1) any Restricted Payments permitted to
be made under clause (b)(4) of Section 4.07 hereof and after taking into account
any available tax credits or deductions and any tax sharing arrangements and (2)
any Permitted Tax Loan made as a result of such Asset Sale), amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that are the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets.

         "Non-Recourse Debt" means Indebtedness:

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

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

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

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

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

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

         "Officer" means the Chairman of the Board, the President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of the General Partner or Finance.

         "Officers' Certificate" means a certificate signed by a Chairman,
Co-Chairman or Vice Chairman of the Board of Directors, a President or a Vice
President and by a Vice President, Secretary, Treasurer, or any Assistant
Secretary or Assistant Treasurer of the General Partner or Finance, as
applicable, except with respect to certificates required to be furnished by the
Company to the Trustee pursuant to Section 4.04 hereof, in which event
"Officers' Certificate" means a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer of the
General Partner, in each case that meets the requirements of Section 13.05
hereof.

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


                                       13
<PAGE>


         "Parent" means any corporation, partnership, joint venture,
association, joint-stock company, business trust or similar entity that
contributes cash or other property to the Company in exchange for at least 20%
ownership interest in the Company and that simultaneously with such contribution
is admitted as a general partner of the Company.

         "Pari Passu Lien" means a Lien on the Collateral that (to the extent
set forth herein, in the Collateral Documents and in the Intercreditor Agreement
related thereto) ranks pari passu or is shared on a ratable basis with the Lien
of the Trustee for the ratable benefit of the Holders of Notes and the holders
of any Secured Hedging Obligations.

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

         "Permitted Investments" means:

                  (1) any Investments in the Company or a Restricted Subsidiary
         of the Company;

                  (2) any Investments in Cash Equivalents;

                  (3) Investments by the Company or any Restricted Subsidiary of
         the Company in a Person, if as a result of such Investment:

                           (a) such Person becomes a Restricted Subsidiary of
                  the Company; or

                           (b) such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company;

                  (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10 hereof;

                  (5) Hedging Obligations;

                  (6) advances by the Company to Existing Subsidiaries in an
         amount not to exceed $5.0 million at any one time outstanding; and

                  (7) Investments in Unrestricted Subsidiaries solely for the
         purpose of financing or effecting the acquisition, construction and
         development of Hospitality-Related Businesses by such Unrestricted
         Subsidiaries; provided, however, that the aggregate book value of such
         Investments made by the Company after the date of this Indenture
         (measured in each case as of the time of Investment) does not to exceed
         $30.0 million; provided, further, that the amount of Permitted
         Investments in Unrestricted Subsidiaries permitted pursuant to this
         clause (7) shall be increased (or decreased, to the extent that such
         fair market value is negative) by the fair market value, as determined
         by an appraisal delivered by an independent appraisal firm of
         recognized national standing, of property or assets used or useful in,
         or suitable for development as, a Hospitality-Related business (which
         appraisal shall deduct from fair market value (to the extent not
         previously deducted) the amount of any liabilities associated with the
         property or assets so contributed) contributed to the Company or a
         Restricted Subsidiary by the Principal Holders or their Related
         Parties; provided, further, that in case any Unrestricted Subsidiary
         has been designated a Restricted Subsidiary or has been merged,
         consolidated or amalgamated with or into,



                                       14
<PAGE>


         or transfers or conveys substantially all of its assets to, or is
         liquidated into the Company, the amount of Permitted Investments in
         Unrestricted Subsidiaries permitted pursuant to this clause (7) shall
         also be increased by an amount equal to the lesser of (x) the book
         value (determined in accordance with GAAP) at the date of such
         designation or combination of the aggregate investment made by the
         Company and its Restricted Subsidiaries in such Unrestricted Subsidiary
         and (y) the fair market value of such investments in such Unrestricted
         Subsidiary at the time of designation or combination, as determined in
         good faith by the Board of Directors of the General Partner, whose
         determination shall be conclusive.

         "Permitted Liens" means:

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

                  (2) Liens on property of a Person existing at the time such
         Person is merged into or consolidated with or into or consolidated with
         the Company or any Restricted Subsidiary of the Company; provided, that
         such Liens were in existence prior to the contemplation of such merger
         or consolidation and do not extend to any assets other than those of
         the Person merged into or consolidated with the Company or the
         Restricted Subsidiary;

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

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

                  (5) Liens on the Collateral securing obligations in respect of
         this Indenture, the Notes and any Subsidiary Guarantees;

                  (6) Liens on Credit Facility Collateral securing obligations
         in respect of the Credit Facility;

                  (7) ground leases in respect of the real property on which
         facilities owned or leased by the Company or any of its Restricted
         Subsidiaries are located;

                  (8) (a) Liens for taxes assessments or governmental charges or
         claims or (b) statutory Liens of landlords and carriers or
         warehousemen's, mechanics', suppliers', materialmen's, repairmen's or
         other similar Liens arising in the ordinary course of business, in the
         case of each of (a) and (b), with respect to amounts that either (i)
         are not yet delinquent or (ii) are being contested in good faith by
         appropriate proceedings as to which appropriate reserves or other
         provisions have been made in accordance with GAAP;

                  (9) easements, rights-of-way, restrictions, minor defects or
         irregularities in title and other similar charges or encumbrances which
         do not interfere in any material respect with the ordinary conduct of
         business of the Company and its Restricted Subsidiaries;

                  (10) Liens securing purchase money, construction, permanent
         financing or lease obligations otherwise permitted by this Indenture
         incurred or assumed in connection with the acquisition, purchase,
         construction, development or lease of real or personal property to be
         used in a Hospitality-Related Business within 180 days of such
         incurrence or assumption; provided,


                                       15
<PAGE>


         however, that such Lien does not extend to any property or assets of
         the Company or any Restricted Subsidiary other than the property or
         assets so acquired, purchased, constructed, developed or leased;

                  (11) Pari Passu Liens that secure Secured Hedging Obligations;
         provided that the secured party has entered into an Intercreditor
         Agreement; and

                  (12) Liens securing the Obligations under the Industrial
         Development Bond dated as of June 1, 1984 with respect to the Fort
         Collins Holiday Inn hotel and the Industrial Development Revenue
         Refunding Bond dated as of June 1, 1985 with respect to the Denver
         (International Airport) Holiday Inn hotel, each as in existence on the
         date of this Indenture.

         "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:

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

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

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

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

         "Permitted Tax Loans" means, with respect to any fiscal year, a loan by
the Company to a Principal Holder and its Related Parties in an amount equal to
the taxes due and payable by any such Person for such fiscal year as a result of
the sale by the Company or any of its Restricted Subsidiaries of lodging
facilities together with any related assets in such fiscal year reduced by the
amounts distributed under clause (b)(4)(A) of Section 4.07 hereof with respect
to any such sales; provided that the aggregate principal amount of all such
loans does not exceed $10.0 million.

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


                                       16
<PAGE>


         "Pledge Agreement" means each and every Pledge Agreement dated as of
the date of this Indenture and substantially in the form of Exhibit G hereto as
each such agreement may be amended, modified or supplemented from time to time.

         "Principal Holders" means John Q. Hammons and the John Q. Hammons
Revocable Trust.

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of May 21, 2002, among the Company, Finance and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A-2 hereto deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

         "Related Parties" means (1) the spouse of John Q. Hammons or (2) any
trust, corporation, partnership or other entity, at least 80% of the interests
of the beneficiaries, stockholders, partners or owners (direct or beneficial) of
which are held by the Principal Holders and/or the spouse of John Q. Hammons.

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

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

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

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

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


                                       17
<PAGE>


         "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.

         "SEC" means the Securities and Exchange Commission.

         "Secured Hedging Obligations" means Hedging Obligations with respect to
the Notes that are secured by a Pari Passu Lien.

         "Secured Indebtedness" means any Indebtedness of the Company or any
Restricted Subsidiary permitted by this Indenture and secured by a Lien
permitted by this Indenture on the assets of the Company or any Restricted
Subsidiary.

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

         "Security Agreement" means each and every Security Agreement dated as
of the date of this Indenture and substantially in the form of Exhibit H hereto,
as each such agreement may be amended, modified or supplemented form time to
time.

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

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

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

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

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

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

         "Subsidiary Guarantor" means any Restricted Subsidiary acquired,
created or designated by the Company or any of its Restricted Subsidiaries after
the date of this Indenture that is required to execute and deliver a Guarantee
pursuant to Section 4.23 hereof, and their respective successors and assigns.


                                       18
<PAGE>


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

         "Total Assets" means, with respect to any Person, the aggregate of all
assets of such Person and its Subsidiaries as would be shown on the balance
sheet of such Person prepared in accordance with GAAP plus the amount of all
depreciation expenses previously recognized on the financial statements of such
Person with respect to such assets.

         "Trustee" means Wachovia Bank, National Association, until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

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

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

                  (2) is not a party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

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

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

                  (5) has at least one director on its Board of Directors that
         is not a director or executive officer of the General Partner, the
         Company or any of its Restricted Subsidiaries and has at least one
         executive officer that is not a director or executive officer of the
         General Partner, the Company or any of its Restricted Subsidiaries,

provided, however, that John Q. Hammons Hotels Two, L.P. shall be an
Unrestricted Subsidiary as of the date of this Indenture and until such time, if
any, as it fails to meet the requirements set forth above or that the Board of
Directors of the Company designates it as a Restricted Subsidiary pursuant to
the following paragraph.


                                       19
<PAGE>


         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such a designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period, (2) no Default or Event of Default would be in existence
following such designation and (3) such designation is consummated in compliance
with Section 4.23 hereof.

         "Unsecured Indebtedness" means any Indebtedness of the Company or any
of its Restricted Subsidiaries that is permitted by this Indenture, but is not
secured by a Lien.

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

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

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

                  (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding 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 or by 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
   "Asset Sale Offer"...........................................       3.09
   "Authentication Order".......................................       2.02
   "Capital Contribution".......................................       4.25
   "Change of Control Offer"....................................       4.15
</Table>

                                       20
<PAGE>

<Table>
<Caption>
                                                                     Defined in
   Term                                                               Section
   ----                                                              ----------
<S>                                                                  <C>
   "Change of Control Payment"..................................       4.15
   "Change of Control Payment Date".............................       4.15
   "Covenant Defeasance"........................................       8.03
   "Deficiency".................................................       4.25
   "DTC"........................................................       2.04
   "Event of Default"...........................................       6.01
   "Excess Proceeds"............................................       4.10
   "incur"......................................................       4.09
   "Legal Defeasance"...........................................       8.02
   "Managed Hotel Management Contracts".........................       4.17
   "Notice".....................................................       4.25
   "Offer Amount"...............................................       3.09
   "Offer Period"...............................................       3.09
   "Pari Passu Debtholder"......................................       4.09
   "Paying Agent"...............................................       2.03
   "Payment Default"............................................       6.01
   "Permitted Debt".............................................       4.09
   "Provision"..................................................       4.25
   "Purchase Date"..............................................       3.09
   "Registrar"..................................................       2.03
   "Restricted Payments"........................................       4.07
</Table>


Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and any Subsidiary Guarantee means the Issuers
and any Subsidiary Guarantor, respectively, and any successor obligor upon the
Notes and any Subsidiary Guarantee, respectively.

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

Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

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


                                       21
<PAGE>


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

                  (3) "or" is not exclusive;

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

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A-1 or A-2 hereto, as applicable.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral multiples thereof.

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

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibits A-1 or A-2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form will be substantially in the
form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream Bank, duly executed by the Issuers and authenticated by
the Trustee as hereinafter provided. The Restricted Period will be terminated
upon the receipt by the Trustee of:


                                       22
<PAGE>


                  (1) a written certificate from the Depositary, together with
         copies of certificates from Euroclear and Clearstream Bank certifying
         that they have received certification of non-United States beneficial
         ownership of 100% of the aggregate principal amount of the Regulation S
         Temporary Global Note (except to the extent of any beneficial owners
         thereof who acquired an interest therein during the Restricted Period
         pursuant to another exemption from registration under the Securities
         Act and who will take delivery of a beneficial ownership interest in a
         144A Global Note or an IAI Global Note bearing a Private Placement
         Legend, all as contemplated by Section 2.06(b) hereof); and

                  (2) an Officers' Certificate from the Issuers.

         Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note will be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee will cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

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

Section 2.02 Execution and Authentication.

         Two Officers of each of the General Partner, on behalf of the Company,
and Finance must sign the Notes for the Company and Finance by manual or
facsimile signature.

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

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

         The Trustee will, upon receipt of a written order of the Issuers signed
by one Officer of each of the General Partner, on behalf of the Company, and
Finance, (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
Issuers 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 Issuers.


                                       23
<PAGE>


Section 2.03 Registrar and Paying Agent.

         The Issuers will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Issuers 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 Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail 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 Issuers initially appoint The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

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

Section 2.05 Holder Lists.

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

                  (1) the Issuers deliver 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


                                       24
<PAGE>


         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Issuers within 120 days after the date of such notice
         from the Depositary; or

                  (2) the Issuers in their sole discretion determine that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and deliver a written notice to such effect to the
         Trustee; provided that in no event shall the Regulation S Temporary
         Global Note be exchanged by the Issuers for Definitive Notes prior to
         (x) the expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act.

         Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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

                  (1) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Temporary
         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)(1).

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

                           (A) both:

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


                                       25
<PAGE>


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

                           (B) both:

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

                                    (ii) instructions given by the Depositary to
                           the Registrar containing information regarding the
                           Person in whose name such Definitive Note shall be
                           registered to effect the transfer or exchange
                           referred to in (1) above; provided that in no event
                           shall Definitive Notes be issued upon the transfer or
                           exchange of beneficial interests in the Regulation S
                           Temporary Global Note prior to (A) the expiration of
                           the Restricted Period and (B) the receipt by the
                           Registrar of any certificates required pursuant to
                           Rule 903 under the Securities Act. Upon consummation
                           of an Exchange Offer by the Issuers in accordance
                           with Section 2.06(f) hereof, the requirements of this
                           Section 2.06(b)(2) shall be deemed to have been
                           satisfied upon receipt by the Registrar of the
                           instructions contained in the Letter of Transmittal
                           delivered by the Holder of such beneficial interests
                           in the Restricted Global Notes. Upon satisfaction of
                           all of the requirements for transfer or exchange of
                           beneficial interests in Global Notes contained in
                           this Indenture and the Notes or otherwise applicable
                           under the Securities Act, the Trustee shall adjust
                           the principal amount of the relevant Global Note(s)
                           pursuant to Section 2.06(h) hereof.

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

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

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Note or the Regulation S Permanent 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, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial


                                       26
<PAGE>



         interest in an Unrestricted Global Note if the exchange or transfer
         complies with the requirements of Section 2.06(b)(2) above and:

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

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

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

                           (D) the Registrar receives the following:

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

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

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

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Issuers 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.


                                       27
<PAGE>


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

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

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

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

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

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

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

                           (F) if such beneficial interest is being transferred
                  to one of the Issuers or any of their 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
Issuers shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.


                                       28
<PAGE>


                  (2) Beneficial Interests in Regulation S Temporary Global Note
         to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C)
         hereof, a beneficial interest in the Regulation S Temporary Global Note
         may not be exchanged for a Definitive Note or transferred to a Person
         who takes delivery thereof in the form of a Definitive Note prior to
         (A) the expiration of the Restricted Period and (B) the receipt by the
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

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

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

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

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

                           (D) the Registrar receives the following:

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

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

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

                  (4) 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


                                       29
<PAGE>


         set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
         aggregate principal amount of the applicable Global Note to be reduced
         accordingly pursuant to Section 2.06(h) hereof, and the Issuers will
         execute and the Trustee will authenticate and deliver to the Person
         designated in the instructions a Definitive Note in the appropriate
         principal amount. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(3) will be
         registered in such name or names and in such authorized denomination or
         denominations as the holder of such beneficial interest requests
         through instructions to the Registrar from or through the Depositary
         and the Participant or Indirect Participant. The Trustee will deliver
         such Definitive Notes to the Persons in whose names such Notes are so
         registered. Any Definitive Note issued in exchange for a beneficial
         interest pursuant to this Section 2.06(c)(3) will not bear the Private
         Placement Legend.

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

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

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

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

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

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

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

                           (F) if such Restricted Definitive Note is being
                  transferred to one of the Issuers or any of their
                  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,


                                       30
<PAGE>


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

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

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

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

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

                           (D) the Registrar receives the following:

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

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

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

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

                  (3) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a



                                       31
<PAGE>


         request for such an exchange or transfer, the Trustee will cancel the
         applicable Unrestricted Definitive Note and increase or cause to be
         increased the aggregate principal amount of one of the Unrestricted
         Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Issuers will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

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

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

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

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

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

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

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

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


                                       32
<PAGE>


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

                           (D) the Registrar receives the following:

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

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

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

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

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

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

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

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

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


                                       33
<PAGE>


                  (1) Private Placement Legend.

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

"THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS. NEITHER THE SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR 904 REGULATION S, (2)
AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR
ANY SUCCESSOR PROVISIONS THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH JOHN Q.
HAMMONS HOTELS, L.P., JOHN Q. HAMMONS HOTELS FINANCE CORPORATION III OR ANY OF
THEIR RESPECTIVE AFFILIATES WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO JOHN Q. HAMMONS HOTELS, L.P.,
JOHN Q. HAMMONS HOTELS FINANCE CORPORATION III OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
JOHN Q. HAMMONS HOTELS, L.P., THE TRUSTEE AND THE TRANSFER AGENT AND REGISTRAR
RESERVE THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSES
(D) OR (E) ABOVE TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND OTHER INFORMATION SATISFACTORY TO JOHN Q. HAMMONS HOTELS, L.P., THE TRUSTEE
AND THE TRANSFER AGENT AND REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


                                       34
<PAGE>


         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND
BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE
SECURITIES."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

                  (3) Regulation S Temporary Global Note Legend. The Regulation
         S Temporary Global Note will bear a legend in substantially the
         following form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES
ACT")), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR


                                       35
<PAGE>


OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION
S), EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE REFERRED TO
HEREIN OR TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT).

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES."

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

         (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

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

                  (5) The Issuers will not be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for


                                       36
<PAGE>


                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

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

                  (6) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Issuers 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 Issuers shall be affected by
         notice to the contrary.

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

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

Section 2.07 Replacement Notes.

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

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

Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because either of the Issuers or any of their
Affiliates holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

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

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


                                       37
<PAGE>


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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

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

Section 2.12 Defaulted Interest.

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


                                       38
<PAGE>


                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

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

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

                  (2) the redemption date;

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

                  (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

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

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

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

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

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

Section 3.03 Notice of Redemption.

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


                                       39
<PAGE>


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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

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

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

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

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

         At the Issuers' request, the Trustee will give the notice of redemption
in the Issuers' name and at their expense; provided, however, that the Issuers
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 or Purchase Price.

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

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


                                       40
<PAGE>


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

Section 3.06 Notes Redeemed or Purchased in Part.

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

Section 3.07 Optional Redemption.

         (a) At any time prior to May 15, 2005, the Issuers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 108.875% of the principal
amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds from one or more Equity Offerings of
the General Partner that are contributed concurrently to the Company by the
General Partner; provided, however, that:

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

                  (2) the redemption occurs within 60 days following the closing
         of such Equity Offering.

         (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Issuers' option prior to May 15, 2007.

         (c) On and after May 15, 2007, the Issuers may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month
period beginning on May 15 of the years indicated below:

<Table>
<Caption>

        Year                                                   Percentage
        ----                                                   ----------
<S>                                                            <C>
        2007..............................................      104.438%
        2008..............................................      102.958%
        2009..............................................      101.479%
        2010 and thereafter...............................      100.000%
</Table>

         (d) 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 Issuers are not required to make mandatory redemption or sinking
fund payments with respect to the Notes.


                                       41
<PAGE>


Section 3.09 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Issuers are
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), they will follow the procedures specified below.

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes and secured by a Pari Passu
Lien containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets.
The Asset Sale Offer will remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business Days, except to the
extent that a longer period is required by applicable law (the "Offer Period").
No later than three Business Days after the termination of the Offer Period (the
"Purchase Date"), the Issuers will apply all Excess Proceeds (the "Offer
Amount") to the purchase of Notes and such other pari passu Indebtedness (on a
pro rata basis, if applicable) or, if less than the Offer Amount has been
tendered, all Notes and other Indebtedness tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased will be made in the same manner
as interest payments are made.

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

         Upon the commencement of an Asset Sale Offer, the Issuers will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

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

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

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

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

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

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

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


                                       42
<PAGE>


                  (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by Holders exceeds the Offer
         Amount, the Issuers will select the Notes and other pari passu
         Indebtedness to be purchased on a pro rata basis based on the principal
         amount of Notes and such other pari passu Indebtedness surrendered
         (with such adjustments as may be deemed appropriate by the Issuers so
         that only Notes in denominations of $1,000, or integral multiples
         thereof, will be purchased); and

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

         On or before the Purchase Date, the Issuers will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Issuers in accordance with the
terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Issuers for purchase, and the Issuers will promptly issue a new Note, and the
Trustee, upon written request from the Issuers will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

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

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.

         The Issuers will pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any will be considered paid on the date due if the
Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Issuers in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Issuers will pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

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

Section 4.02 Maintenance of Office or Agency.

         The Issuers will 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)


                                       43
<PAGE>


where Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Issuers in respect of the Notes and
this Indenture may be served. The Issuers will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuers fail to maintain any such required office or
agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

         The Issuers may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

Section 4.03 Reports.

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

                  (1) all quarterly and annual financial information that would
         be required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Issuers 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 Issuers'
         certified independent accountants; and

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

         The quarterly and annual financial information required by the
preceding paragraph will include comparative supplemental unaudited financial
information with respect to the hotels that constitute Collateral of the Company
and management operations of the Company, excluding Unrestricted Subsidiaries,
in substantially the form as such information is presented in the Annual Report
on Form 10-K for the Company for its fiscal year ended December 28, 2001.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Issuers will file a copy of all of the information and reports
referred to in the first two paragraphs of this Section 4.03(a) 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. The Issuers will at all times comply with TIA Section 314(a).

         (b) For so long as any Notes remain outstanding, the Issuers will
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.


                                       44
<PAGE>


Section 4.04 Compliance Certificate.

         (a) The Company and each Subsidiary Guarantor, if any (to the extent
that such Subsidiary Guarantor is so required under the TIA), shall deliver to
the Trustee, within 120 days after the end of each fiscal year, an Officers'
Certificate stating that a review of the activities of the Company and its
Subsidiaries (including Finance) during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
each of the Company and its Subsidiaries has kept, observed, performed and
fulfilled its obligations under this Indenture and the Collateral Documents, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge each of the Company and its Subsidiaries has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and the Collateral Documents and is not in default in the performance
or observance of any of the terms, provisions and conditions of this Indenture
or the Collateral Documents (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action each of the Company and its Subsidiaries 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 Issuers' 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 Issuers have violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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

Section 4.05 Taxes.

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


                                       45
<PAGE>


Section 4.07 Restricted Payments.

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

                  (1) declare or pay any dividend or make any other payment or
         distribution on account of the Company's or any of its Existing
         Subsidiaries' or Restricted Subsidiaries' Equity Interests (including,
         without limitation, any payment in connection with any merger or
         consolidation involving the Company or any of its Existing Subsidiaries
         or Restricted Subsidiaries) or to the direct or indirect holders of the
         Company's or any of its Existing Subsidiaries' or Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends or distributions payable (A) in Equity Interests (other than
         Disqualified Stock) of the Company, (B) to the Company or a Restricted
         Subsidiary or (C) payable by any Subsidiary of Food and Beverage
         Holding Company to Food and Beverage Holding Company);

                  (2) purchase, redeem or otherwise acquire or retire for value
         (including, without limitation, any payment 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;

                  (3) make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value (A) any
         Secured Indebtedness of the Company or any of its Existing Subsidiaries
         or Restricted Subsidiaries that is subordinated in right of payment, by
         its terms or by priority of Lien, to the Notes or any Subsidiary
         Guarantee, or (B) any Unsecured Indebtedness of the Company or any of
         its Existing Subsidiaries or Restricted Subsidiaries;

                  (4) make any payment on or with respect to Indebtedness owed
         by an Existing Subsidiary to the Principal Holders or their Related
         Parties; or

                  (5) make any Restricted Investment (all such payments and
         other actions set forth in clauses (1) through (5) above being
         collectively referred to as "Restricted Payments");

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

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

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

                  (3) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company, the
         Restricted Subsidiaries and the Existing Subsidiaries (pursuant to
         clause (4) of the immediately preceding paragraph) after the date of
         this Indenture (excluding Restricted Payments permitted by clauses (2)
         and (4) of paragraph (b) below), is less than the sum, without
         duplication, of:

                           (A) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter commencing after the
                  date of this Indenture to the end of the Company's most
                  recently ended fiscal quarter



                                       46
<PAGE>


                  for which internal financial statements are available at the
                  time of such Restricted Payment (or, if such Consolidated Net
                  Income for such period is a deficit, minus 100% of such
                  deficit), plus

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

                           (C) to the extent that any Restricted Investment that
                  was made after the date of this Indenture is sold for cash or
                  otherwise liquidated or repaid for cash, the lesser of (i) the
                  cash return of capital with respect to such Restricted
                  Investment (less the cost of disposition, if any) and (ii) the
                  initial amount of such Restricted Investment, minus

                           (D) in case any Restricted Subsidiary has been
                  redesignated an Unrestricted Subsidiary, the greater of (i)
                  the book value (determined in accordance with GAAP) at the
                  date of redesignation of the aggregate Investments made by the
                  Company and its Restricted Subsidiaries in such Restricted
                  Subsidiary and (ii) the fair market value of such Investments
                  in such Restricted Subsidiary at the time of such
                  redesignation, as determined in good faith by the Board of
                  Directors of the General Partner, whose determination shall be
                  conclusive and evidenced by a resolution of such Board.

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

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

                  (2) the redemption, repurchase, retirement, defeasance or
         other acquisition of any Equity Interests of the Company in exchange
         for, or out of the proceeds of, the substantially concurrent sale
         (other than to a Subsidiary of the Company) of, Equity Interests of the
         Company (other than any Disqualified Stock); provided that the amount
         of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (3)(B) of the preceding paragraph;

                  (3) the redemption, repurchase, retirement or other
         acquisition for value of any Equity Interests of the Company or the
         General Partner pursuant to any shareholders' agreement, employment
         agreement, management equity subscription plan or agreement, stock
         option plan or agreement, or other employee benefit plan or agreement
         or to make a dividend or distribution; provided, however, that (A) the
         aggregate price paid for all such redeemed, repurchased, retired or
         acquired Equity Interests or pursuant to such dividend or distribution
         shall not exceed $1.0 million in any fiscal year and (B) after giving
         effect to such Restricted Payment, the Company would have been
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
         hereof;

                  (4) for so long as the Company is treated as a partnership for
         federal income tax purposes, in any given fiscal year, (A) payments to
         the partners of the Company in an aggregate


                                       47
<PAGE>


         amount not to exceed the amount of federal, state and local income
         taxes that the Company would have been required to pay during such
         fiscal year (either with respect to such fiscal year or the immediately
         preceding fiscal year, to the extent not previously distributed)
         calculated as if, for the applicable fiscal year, the Company (but not
         its non-corporate subsidiaries) had been treated as a "C corporation"
         incorporated under the laws of the State of Delaware rather than as a
         partnership; provided, however, that no payment may be made pursuant to
         this clause (b)(4) in respect of income taxes attributable to the
         interest of the Company or a Restricted Subsidiary in an Existing
         Subsidiary or an Unrestricted Subsidiary except to the extent that
         aggregate cash distributions of at least such amount have been received
         in such fiscal year by the Company or a Restricted Subsidiary from the
         Existing Subsidiaries and the Unrestricted Subsidiaries, taken as
         whole, and (B) Permitted Tax Loans to the Principal Holders and their
         Related Parties; and

                  (5) Restricted Payments of up to $20.0 million.

         (c) The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted 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 will be determined by the Board of Directors whose resolution
with respect thereto shall be delivered to the Trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $5.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any such Restricted
Subsidiary to:

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

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

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

         (b) The restrictions in Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

                  (1) this Indenture, the Notes, any Subsidiary Guarantee and
         the Collateral Documents;

                  (2) applicable law;

                  (3) any instrument governing Indebtedness or Capital Stock of
         a Person acquired by the Company or any Restricted Subsidiary as in
         effect at the time of such acquisition (except to the


                                       48
<PAGE>


         extent such Indebtedness was incurred in connection with or in
         contemplation of such acquisition), which encumbrance or restriction is
         not applicable to any Person, or the properties or assets of any
         Person, other than the Person, or the property or assets of the Person,
         so acquired, provided that, in the case of Indebtedness, such
         Indebtedness was permitted by the terms of this Indenture to be
         incurred;

                  (4) customary non-assignment provisions in leases entered into
         in the ordinary course of business and consistent with past practices;
         and

                  (5) purchase money obligations for property acquired in the
         ordinary course of business that impose restrictions of the nature
         described in clause (3) of Section 4.08(a).

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will not permit any of its 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 will not issue any Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of preferred equity; provided, however, that
the Company may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock, and the Company's Restricted Subsidiaries may incur
Indebtedness or issue preferred equity, if the Fixed Charge Coverage Ratio for
the Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
equity is issued would have been at least 2.00 to 1.00, determined on a pro
forma basis (including a pro forma application of the net proceeds therefrom),
as if the additional Indebtedness had been incurred or the preferred equity or
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

         (b) The provisions of Section 4.09(a) hereof will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                  (1) the incurrence by the Company or any of its Restricted
         Subsidiaries of revolving credit Indebtedness and letters of credit
         pursuant to one or more Credit Facilities in an aggregate principal
         amount (with letters of credit being deemed to have a principal amount
         equal to the maximum potential liability of the Company and its
         Restricted Subsidiaries thereunder) not to exceed $15.0 million at any
         one time outstanding, less permanent reductions in the amount available
         thereunder made from the Net Proceeds from Assets Sales;

                  (2) the incurrence by the Company or any of its Restricted
         Subsidiaries of (A) 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 and (B) their respective
         obligations arising under the Collateral Documents to the extent such
         obligations represent Indebtedness;

                  (3) the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
         the proceeds of which are used to extend, refinance, renew, replace, or
         refund Indebtedness that was permitted by this Indenture to be incurred
         under Section 4.09(a) or clause (2) of this Section 4.09(b) or this
         clause (3);

                  (4) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness owed to the Company or any of
         its Restricted Subsidiaries;


                                       49
<PAGE>


                  (5) the incurrence of intercompany indebtedness between the
         Company and the Existing Subsidiaries not to exceed $5.0 million at any
         one time outstanding;

                  (6) the incurrence of Indebtedness owed by the Existing
         Subsidiaries to the Principal Holders or their Related Parties not to
         exceed $2.0 million at any one time outstanding;

                  (7) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations;

                  (8) the guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         that was permitted to be incurred by another provision of this
         covenant;

                  (9) the incurrence by the Company's Unrestricted Subsidiaries
         of Non-Recourse Debt; provided, however, that if any such Indebtedness
         ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
         event shall be deemed to constitute the incurrence of Indebtedness by a
         Restricted Subsidiary of the Company that was not permitted by this
         clause (9);

                  (10) the incurrence by the Company or any Restricted
         Subsidiary of Indebtedness not otherwise permitted under this Indenture
         in an aggregate principal amount pursuant to this clause (10) not to
         exceed $10.0 million outstanding at any time, the proceeds of which are
         applied to the renovation of lodging facilities and related businesses
         owned by the Company or a Restricted Subsidiary; or

                  (11) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness incurred solely in respect of performance
         bonds and construction completion guarantees in the ordinary course of
         business consistent with past practices.

         Neither the Company nor any Subsidiary Guarantor will incur any
Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Company or such Subsidiary
Guarantor unless such Indebtedness is also contractually subordinated in right
of payment to the Notes or such Subsidiary Guarantee on substantially identical
terms; provided, however, that no Indebtedness of the Company or such Subsidiary
Guarantor will be deemed to be contractually subordinated in right of payment to
any other Indebtedness of the Company or such Subsidiary Guarantor solely by
virtue of being unsecured.

         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 (1) through (11) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09.

         If any Indebtedness that may be incurred under this Section 4.09 may be
secured by a Pari Passu Lien, upon the request of the Issuers, the Trustee is
authorized to enter into an Intercreditor Agreement with the holder or holders
of that Indebtedness (the "Pari Passu Debtholder').

Section 4.10 Asset Sales.

         The Company will not, and will not permit any of its Existing
Subsidiaries or Restricted Subsidiaries to, consummate an Asset Sale unless:


                                       50
<PAGE>


         (a) the Company (or the Existing Subsidiary or Restricted Subsidiary,
as the case may be) receives consideration at the time of such Asset Sale at
least equal to the fair market value of the assets or Equity Interests issued or
sold or otherwise disposed of;

         (b) the fair market value is determined by the Board of Directors of
the General Partner and, if such fair market value is in excess of $10.0
million, such fair market value is set forth in an Officers' Certificate
delivered to the Trustee; and

         (c) at least 75% of the consideration received in the Asset Sale by the
Company or such Existing Subsidiary or Restricted Subsidiary is in the form of
cash. For purposes of this provision and not for purposes of the definition of
"Net Proceeds" (except to the extent set forth in that definition with respect
to the conversion of non-cash proceeds to cash), each of the following will be
deemed to be cash:

                  (1) any liabilities, as shown on the most recent consolidated
         balance sheet of the Company or any Existing Subsidiary or Restricted
         Subsidiary (other than contingent liabilities and liabilities that are
         by their terms subordinated to the Notes or any Subsidiary Guarantee)
         that are assumed by the transferee of any such assets pursuant to a
         customary novation agreement that releases the Company or such Existing
         Subsidiary or Restricted Subsidiary from further liability; and

                  (2) any securities, notes or other obligations received by the
         Company or any such Existing Subsidiary or Restricted Subsidiary from
         such transferee that, within 360 days following the closing of such
         Asset Sale, are converted by the Company or such Existing Subsidiary or
         Restricted Subsidiary into cash, to the extent of the cash received in
         that conversion.

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

                           (A) pursuant to a definitive agreement, to make an
                  investment, directly or through any Restricted Subsidiary of
                  the Company, in any one or more Hospitality-Related Businesses
                  or towards the development of one or more Hospitality-Related
                  Businesses; provided that such investment has been
                  substantially completed within 360 days after receipt of the
                  applicable Net Proceeds;

                           (B) to make capital expenditures or to acquire other
                  tangible assets that, in any case, are used or useful in a
                  Hospitality-Related Business; or

                           (C) to make a permanent reduction of Indebtedness
                  permitted to be incurred in respect of a Credit Facility;

provided, however, that, to the extent that the assets which were the subject of
the Asset Sale constituted Collateral, such newly acquired assets are, when
acquired, subject to a perfected Lien in favor of the Trustee and the holders of
any Indebtedness secured by a Pari Passu Lien, if any, which Lien has the same
priority with respect to such newly acquired assets as the Lien on the assets
which were the subject of the Asset Sale on the terms set forth in this
Indenture, any Intercreditor Agreement entered into with respect to any
Indebtedness secured by a Pari Passu Lien, if any, in accordance with this
Indenture and the Collateral Documents.

         Pending the final application of any Net Proceeds, the Company or the
applicable Restricted Subsidiary may utilize such Net Proceeds to temporarily
reduce revolving credit borrowings or invest


                                       51
<PAGE>


such Net Proceeds in Cash Equivalents. To the extent that the assets or Equity
Interests which are the subject of an Asset Sale constituted Collateral, the Net
Proceeds thereof (including Cash Equivalents in which such Net Proceeds are
invested) shall, to the extent permitted by law, be subject to a perfected Lien
in favor of the Trustee and the holders of any Indebtedness secured by a Pari
Passu Lien, if any, which Lien shall have the same priority with respect to such
Net Proceeds as the Lien on the Collateral which was the subject of such Asset
Sale on the terms set forth in this Indenture, any Intercreditor Agreement
entered into with respect to any Indebtedness secured by a Pari Passu Lien, if
any, in accordance with this Indenture and the Collateral Documents.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the second sentence of this Section 4.10 will be deemed to
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Issuers will make an Asset Sale Offer to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes
and secured by a Pari Passu Lien containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets in accordance with Section 3.09 hereof to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company or such Restricted Subsidiary may use those Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

         The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 or Section 4.10 hereof, the Issuers will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

Section 4.11 Transactions with Affiliates.

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

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

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5.0 million, a resolution adopted
                  by a majority of the disinterested nonemployee directors of
                  the Board of Directors of the General Partner approving such
                  Affiliate Transaction and set forth, in an


                                       52
<PAGE>


                  Officers' Certificate certifying that such Affiliate
                  Transaction and set forth, in an Officers' Certificate
                  certifying that such Affiliate Transaction complies with
                  clause (1) of this Section 4.11(a);

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million (other than an
                  Affiliate Transaction involving the acquisition or disposition
                  of a hotel by the Company or a Restricted Subsidiary), an
                  opinion as to the fairness to the Company or such Restricted
                  Subsidiary from a financial point of view issued by an
                  investment banking firm, appraisal firm or accounting firm of
                  national standing; and

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

                  (1) transactions between or among the Company and/or any of
         its Restricted Subsidiaries or Existing Subsidiaries;

                  (2) Restricted Payments permitted by Section 4.07 hereof;

                  (3) Investments made pursuant to clause (7) of the definition
         of Permitted Investments;

                  (4) reasonable compensation payable pursuant to any employment
         agreement entered into by the Company or any of its Restricted
         Subsidiaries in the ordinary course of business;

                  (5) Existing Transactions; and

                  (6) reimbursements by the Company of expenses incurred by the
         General Partner in the ordinary course of business for the provision of
         management or administrative services for the benefit of the Company
         and its Subsidiaries.

         (c) in the case of an Affiliate Transaction involving the acquisition
or disposition of a hotel by the Company or a Restricted Subsidiary and (i)
involving aggregate payments of less than $25.0 million, an appraisal by an
appraisal firm of national standing to the effect that the transaction is being
undertaken at fair market value or (ii) involving aggregate payments of $25.0
million or more, an opinion as to the fairness of the transaction to the Company
or such Restricted Subsidiary from a financial point of view issued by an
investment banking firm of national standing.

Section 4.12 Liens.

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

Section 4.13 Line of Business.

         The Company will not, and will not permit any of its Subsidiaries to,
engage in any business activity other than Hospitality Related Businesses.


                                       53
<PAGE>


Section 4.14 Partnership and Corporate Existence.

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

         (a) their partnership or corporate existence, as the case may be, and
the corporate, partnership or other existence of each of their respective
Subsidiaries, in accordance with their respective organizational documents (as
the same may be amended from time to time); and

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

Section 4.15 Offer to Repurchase Upon Change of Control.

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

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

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

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

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

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

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


                                       54
<PAGE>


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

         The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Issuers will comply
with the applicable securities laws and regulations and will not be deemed to
have breached their obligations under Section 3.09 or this Section 4.15 by
virtue of such conflict.

         (b) On the Change of Control Payment Date, the Issuers will, to the
extent lawful:

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

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

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

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Issuers will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Issuers will 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 Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.

Section 4.16 Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries, to maintain
insurance with responsible carriers against such risks and in such amounts as is
customarily carried by similar businesses with such deductibles, retentions,
self-insured amounts and coinsurance provisions as are customarily carried by
similar businesses of similar size, including, without limitation, property and
casualty loss and interruption of business insurance, and shall provide
satisfactory evidence of such insurance to the Trustee prior to the anniversary
or renewal date of each such policy, which certificate shall expressly state
such expiration date for each policy listed. Notwithstanding the foregoing,
customary insurance coverage for the purposes of this Indenture shall include
the following:

         (a) workers' compensation insurance to the extent required to comply
with all applicable state or United States laws and regulations or the laws and
regulations of any other applicable jurisdiction;


                                       55
<PAGE>


         (b) property insurance protecting property against loss or damage by
fire, lightning, windstorm, tornado, water, vandalism, riot, earthquake, civil
commotion, malicious mischief, hurricane, and such other risks and hazards as
are from time to time covered by an "all-risk" policy or a property policy
covering "special" causes of loss, such property insurance providing coverage of
not less than 100% of actual replacement value (as determined at each policy
renewal based on the F. W. Dodge Building Index or some other recognized means)
of any improvements and with a deductible no greater than $2.0 million (other
than earthquake insurance, for which the deductible may be up to 5% of such
replacement value, and which may be limited to an aggregate of $15.0 million per
occurrence in California and $50.0 million per occurrence in other States); and

         (c) business interruption insurance for a period not less than one
year, and in an amount based upon 100% of estimated continuing expenses and lost
cash flow for the fiscal year with respect to which the insurance coverage is in
effect less non-continuing expenses.

         All insurance under this Section 4.16(b) and (c) shall name the Trustee
as an additional insured or loss payee, as applicable. All such incurrence shall
be issued by carriers having an A.M. Best & Company, Inc. rating of A- or higher
and a financial size category of not less than XII, or if such carrier is not
rated by A.M. Best & Company, Inc., having the financial stability and size
deemed appropriate by the Company after consultation with a reputable insurance
broker.

Section 4.17 Maintenance of Management Contracts.

         The Company will maintain as to each of the Managed Hotels a management
contract containing terms no less favorable to the Company than the terms
contained in such management contract as in effect on the date of this Indenture
(collectively, the "Managed Hotel Management Contracts"). Each Managed Hotel
Management Contract will provide that in the event of a termination of such
contract for any reason other than a sale or other transfer of such hotel to the
Company or a Restricted Subsidiary, the Company will be entitled to liquidated
damages equal to the sum of all fees payable under the applicable Managed Hotel
Management Contract during the twelve months preceding the date of notice of
cancellation; provided, however, that the number of months to be used in
calculating liquidated damages shall be reduced by one for each full year since
the date of this Indenture that the premises have been managed pursuant to such
Managed Hotel Management Contract; and provided, further, that the Company will
be permitted to waive its right to liquidated damages in respect of any given
Managed Hotel Management Contract, if, after giving pro forma effect to the
termination of such contract, the Company would have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the General Partner may designate any
Restricted Subsidiary, other than Finance and any Subsidiary deemed to be an
Existing Subsidiary as provided in the definition of "Existing Subsidiaries," 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 properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.07(a)
hereof, as determined by the Company. That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors of the General Partner may redesignate any Unrestricted Subsidiary to
be a Restricted Subsidiary if the redesignation would not cause a Default.


                                       56
<PAGE>


Section 4.19 Additional Collateral; Acquisition of Assets or Property.

         Concurrently with the acquisition by the Company or any Restricted
Subsidiary of any assets or property with a fair market value (as determined by
the Board of Directors of the Company) in excess of $1.0 million individually or
$3.0 million in the aggregate, the Company shall, or shall cause the applicable
Restricted Subsidiary to:

         (a) in the case of personal property, execute and deliver to the
Trustee such Uniform Commercial Code financing statements and other agreements
and instruments, if any, as shall be necessary or (in the opinion of the
Trustee) desirable to create, perfect and protect the first priority security
interest of the Trustee for the benefit of the Trustee, the Holders and the
holders of any applicable Secured Hedging Obligations, if any, in such assets or
property, subject to Permitted Liens;

         (b) in the case of real property, execute and deliver to the Trustee
for the benefit of the Trustee, the Holders and the holders of any applicable
Secured Hedging Obligations, if any:

                  (1) a deed of trust or mortgage (with such modifications as
         are necessary to comply with applicable law) (under which the Company
         or such Restricted Subsidiary, as applicable, shall grant a first
         priority security interest to the Trustee for the benefit of the
         Trustee, the Holders and the holders of any applicable Secured Hedging
         Obligations, if any, in such real property and any related fixtures),
         subject to Permitted Liens; and

                  (2) title and extended coverage insurance covering such real
         property in an amount at least equal to the purchase price of such real
         property; and

         (c) promptly deliver to the Trustee and the holders of any applicable
Secured Hedging Obligations, if any, such opinions of counsel, if any, as the
Trustee may reasonably require with respect to the foregoing (including opinions
as to enforceability and perfection of security interests).

Section 4.20 Further Assurances.

         The Company will, and will cause each of its Restricted Subsidiaries
to, execute and deliver such additional instruments, certificates or documents,
and take all such actions as may be reasonably required from time to time in
order to:

         (a) carry out more effectively the purposes of the Collateral
Documents;

         (b) create, grant, perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and the Liens created, or intended
to be created, by the Collateral Documents; and

         (c) ensure the protection and enforcement of any of the rights granted
or intended to be granted to the Trustee under any other instrument executed in
connection therewith.

         Upon the exercise by the Trustee or any Holder of any power, right,
privilege or remedy under this Indenture or any of the Collateral Documents
which requires any consent, approval, recording, qualification or authorization
of any governmental authority, the Company will, and will cause each of its
Restricted Subsidiaries to, execute and deliver all applications,
certifications, instruments and other documents and papers that may be required
from the Company or any of its Restricted Subsidiaries for such governmental
consent, approval, recording, qualification or authorization.


                                       57
<PAGE>

Section 4.21 Restrictions on Activity of Finance.

         Finance may not hold any material assets, become liable for any
material obligations or engage in any significant business activities; provided
that Finance may be a co-obligor with respect to Indebtedness if the Company is
a primary obligor of such Indebtedness and the net proceeds of such Indebtedness
are received by the Company or one or more of the Company's Restricted
Subsidiaries other than Finance.

Section 4.22 Payments for Consent.

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

Section 4.23 Additional Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Restricted Subsidiary after the date of this Indenture or if any
Unrestricted Subsidiary is designated as a Restricted Subsidiary in compliance
with this Indenture or if an Unrestricted Subsidiary otherwise becomes a
Restricted Subsidiary, then that new Restricted Subsidiary will become a
Subsidiary Guarantor and execute a supplemental indenture and an assumption
agreement with respect to all Collateral Documents securing the Subsidiary
Guarantee and deliver an opinion of counsel to the Trustee that such
supplemental indenture and assumption agreement have been duly executed and
delivered by such Restricted Subsidiary to the Trustee within ten Business Days
following the date on which it was acquired or created or otherwise became a
Restricted Subsidiary. Any Restricted Subsidiary that becomes a Subsidiary
Guarantor shall remain a Subsidiary Guarantor unless designated an Unrestricted
Subsidiary by the Company in accordance with this Indenture or is otherwise
released from its obligations as a Subsidiary Guarantor as provided in this
Indenture.

Section 4.24 Collateral Documents.

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

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

         (b) Guarantees, Liens, and pledges may be released as expressly
provided herein and in the Collateral Documents; or

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




                                       58
<PAGE>

Section 4.25 Additional Partnership Contribution.

         The partnership agreement of the Company shall include a provision (the
"Provision") which requires that the limited partner of the Company (Mr. John Q.
Hammons) contribute a total of up to $195.0 million to the Company (the "Capital
Contribution") if at any time and from time to time a "Deficiency" exists. A
"Deficiency" shall exist if, in connection with an Event of Default, the
proceeds from a sale or other disposition of the Collateral pursuant to the
terms hereof are insufficient to satisfy the amounts due on the Notes. The
Company's partnership agreement shall require that any such contribution be
deposited by Mr. Hammons to the Cash Collateral Account and used to pay the
Deficiency. The Company's partnership agreement shall also provide:

         (a) in the event that a Deficiency exists, the General Partner shall
within ten days send a notice ("Notice") to Mr. John Q. Hammons setting forth
(1) the amount of the Deficiency, (2) the amount of additional Capital
Contribution required from him and (3) the date on which payment of such Capital
Contribution is due, which date shall be no later than 30 days after the Notice
is sent;

         (b) the Provision is for the benefit of the Holders, and the Trustee
shall have the power to act on behalf of the Holders and to enforce the
obligation of Mr. John Q. Hammons under the Provision; and

         (c) the obligations under the Provision shall be personal to Mr. John
Q. Hammons and shall not be affected by any transfer by him of all or any part
of his partnership interest in the Company, and Mr. John Q. Hammons shall have
(1) no right to the return from the Company of any Capital Contributions made
pursuant to the Provision, (2) no right to indemnification from the Company or
any partner in the Company with respect to any such Capital Contribution and (3)
no right of subrogation with respect to any such Capital Contribution.

Section 4.26 Maintenance of Collateral.

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

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, sell, assign, transfer,
lease, 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 any Person, and, subject to the following
paragraph, neither the Company nor any of its Restricted Subsidiaries may,
directly or indirectly, consolidate or merge with or into another Person
(whether or not the Company or the Restricted Subsidiary is the surviving
entity), unless:

         (a) either (1) the Company or the Restricted Subsidiary, as applicable,
is the surviving entity or (2) the Person formed by or surviving any such
consolidation or merger (if other than the Company or the Restricted
Subsidiary), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a corporation, partnership or limited
liability company organized or existing under the laws of the United States, any
state thereof or the District of Columbia;





                                       59
<PAGE>

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

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

         (d) the Company or the Restricted Subsidiary, as applicable, or any
Person formed by or surviving any such consolidation or merger (if other than
the Company or the Restricted Subsidiary), or to which such sale, assignment,
transfer, conveyance or other disposition has been made will, on the date of
such transaction after giving pro forma effect thereto and any related financing
transaction as if the same had occurred at the beginning of the applicable
four-quarter period, have a Fixed Charge Coverage Ratio that is no less than its
Fixed Charge Coverage Ratio immediately prior to such transaction.

         In addition, neither the Company nor any of its Restricted Subsidiaries
may, 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 will 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 and its Restricted Subsidiaries taken as a whole in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for
(so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Company" shall refer instead to the successor corporation and not to the
Company), and may exercise every right and power of the Company under this
Indenture with the same effect as if such successor Person had been named as the
Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes
except in the case of a sale of all of the Company's assets in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

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

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

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

                  (3) failure by the Company or any of its Restricted
         Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10
         or 4.15 hereof;





                                       60
<PAGE>

                  (4) failure by the Company or any of its Restricted
         Subsidiaries to observe or perform any other covenant, representation,
         warranty or other agreement in this Indenture, the Notes or the
         Collateral Documents 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 then outstanding voting as a single class;

                  (5) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of its Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Restricted Subsidiaries)
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, if that default:

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

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

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $10.0 million or more;

                  (6) failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $10.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days;

                  (7) breach by the Company or any of its Restricted
         Subsidiaries of any representation or warranty in any of the Collateral
         Documents, the repudiation by the Company or any of its Restricted
         Subsidiaries of any of its obligations under the Collateral Documents
         or the unenforceability of the Collateral Documents against the Company
         or any of its Restricted Subsidiaries for any reason;

                  (8) except as permitted by this Indenture, any Subsidiary
         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 Subsidiary Guarantor, or any Person acting on behalf of any
         Subsidiary Guarantor, shall deny or disaffirm its obligations under its
         Subsidiary Guarantee.

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

                           (A) commences a voluntary case,

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

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

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

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





                                       61
<PAGE>

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

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

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

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

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

Section 6.02 Acceleration.

         In the case of an Event of Default specified in clause (9) or (10) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary of the Company, all
outstanding Notes will become due and payable immediately without further action
or notice. If any other Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately.

         Upon any such declaration, the Notes shall become due and payable
immediately. 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 May 15, 2007 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of either of
the Issuers with the intention of avoiding payment of the premium that the
Issuers would have had to pay if the Issuers 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 May 15, 2007 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of either of the Issuers 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 May 15 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):





                                       62
<PAGE>

<Table>
<Caption>
        YEAR                                                                                   PERCENTAGE
        ----                                                                                   ----------
<S>                                                                                            <C>
        2002.............................................................................       8.875%
        2003.............................................................................       7.988%
        2004.............................................................................       7.100%
        2005.............................................................................       6.213%
        2006.............................................................................       5.325%
</Table>


Section 6.03 Other Remedies.

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

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

Section 6.04 Waiver of Past Defaults.

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

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

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

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

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



                                       63
<PAGE>

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder;
provided that a Holder shall not have the right to institute any such suit for
the enforcement of payment if and to the extent that the institution or
prosecution thereof or the entry of judgment therein would, under applicable
law, result in the surrender, impairment, waiver or loss of the Lien of this
Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

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

Section 6.09 Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuers
(or any other obligor upon the Notes), their creditors or their property and
shall be entitled and empowered to collect, receive and distribute any money or
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





                                       64
<PAGE>

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.

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

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

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

                  Third: to the Issuers or to such party as a court of competent
         jurisdiction shall direct;

provided, however, that in the case of any collection and distribution of
proceeds of Pari Passu Collateral (as defined in any applicable Intercreditor
Agreement), the provisions of Section 6 of the applicable Intercreditor
Agreement shall apply.

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

Section 6.11 Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

                  (1) the duties of the Trustee will be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this





                                       65
<PAGE>

         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

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

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

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

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

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

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

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

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

Section 7.02 Rights of Trustee.

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

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

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

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





                                       66
<PAGE>

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

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

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

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




                                       67
<PAGE>

Section 7.07 Compensation and Indemnity.

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

         (b) The Issuers will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Issuers (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Issuers or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee will notify the Issuers promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Issuers will not relieve the Issuers of their obligations hereunder. The Issuers
will defend the claim and the Trustee will cooperate in the defense. The Trustee
may have separate counsel and the Issuers will pay the reasonable fees and
expenses of such counsel. The Issuers need not pay for any settlement made
without their consent, which consent will not be unreasonably withheld.

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

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

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

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

Section 7.08 Replacement of Trustee.

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

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

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

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




                                       68
<PAGE>

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

                  (4) the Trustee becomes incapable of acting.

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

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

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

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

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

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

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

Section 7.11 Preferential Collection of Claims Against the Issuers.

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





                                       69
<PAGE>

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Issuers may, at the option of their respective Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

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

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

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

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

                  (4) this Article 8.

         Subject to compliance with this Article 8, the Issuers may exercise
their 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 Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Subsidiary Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.15 through 4.26 hereof
and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to






                                       70
<PAGE>

the outstanding Notes and Subsidiary Guarantees, the Issuers and the Subsidiary
Guarantors may omit to comply with and will have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes and Subsidiary
Guarantees will be unaffected thereby. In addition, upon the Issuers' exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

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

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

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

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

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

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

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

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




                                       71
<PAGE>

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

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

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

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

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

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

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Issuers from time to time upon the request of the
Issuers any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

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





                                       72
<PAGE>

specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Issuers.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

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

                  (3) to provide for the assumption of the Issuers' or a
         Subsidiary Guarantor's obligations to the Holders of the Notes by a
         successor to the Issuers or such Guarantor pursuant to Article 5 or
         Article 11 hereof;

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

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

                  (6) to enter into additional supplemental Collateral Documents
         or to allow any Subsidiary Guarantor to execute a supplemental
         indenture and/or a Subsidiary Guarantee with respect to the Notes.

         Upon the request of the Issuers accompanied by a resolution of their
respective Boards of Directors authorizing the execution of any such amended or
supplemental Indenture and/or supplemental Collateral Documents, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Issuers and any Subsidiary Guarantors in the
execution of any amended or





                                       73
<PAGE>

supplemental Indenture and/or supplemental Collateral Documents authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental Indenture and/or
supplemental Collateral Documents 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 Issuers and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof), any Subsidiary Guarantees, the Notes or the
Collateral Documents with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium
or Liquidated Damages, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, any Subsidiary Guarantees, the Notes or
the Collateral Documents may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

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

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

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

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





                                       74
<PAGE>

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

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

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

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

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

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

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

                  (9) release all or substantially all of the Collateral from
         the Lien of this Indenture or the Collateral Documents (except in
         accordance with the provisions herein and therein); or

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

Section 9.03 Compliance with Trust Indenture Act.

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

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 Issuers 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.




                                       75
<PAGE>

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

Section 9.06 Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental Indenture or
supplemental Collateral Documents authorized pursuant to this Article 9 if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Issuers may not sign an amendment
or supplemental Indenture or supplemental Collateral Documents until their
respective Boards of Directors approve it. In executing any amended or
supplemental Indenture or supplemental Collateral Documents, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) will be fully protected
in relying upon, in addition to the documents required by Section 13.04 hereof,
an Officers' Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental Indenture or supplemental Collateral Documents is
authorized or permitted by this Indenture.

                                  ARTICLE 10.
                             COLLATERAL AND SECURITY

Section 10.01 Collateral Documents.

         The due and punctual payment of the principal of and interest and
Liquidated Damages, if any, on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages (to the extent permitted by law), if any, on
the Notes and performance of all other obligations of the Issuers to the Holders
of Notes or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, are secured as provided in the Collateral
Documents which the Issuers have entered into simultaneously with the execution
of this Indenture and which are attached as Exhibits G through N hereto. Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
the Collateral Documents (including, without limitation, the provisions
providing for foreclosure and release of Collateral) as the same may be in
effect or may be amended from time to time in accordance with their terms and
authorizes and directs the Trustee to enter into the Collateral Documents and to
perform its obligations and exercise its rights thereunder in accordance
therewith. The Issuers will do or cause to be done all such acts and things as
may be necessary or proper, or as may be required by the provisions of the
Collateral Documents, to assure and confirm to the Trustee the security interest
in the Collateral contemplated hereby, by the Collateral Documents or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed. The Company will take,
and will cause its Restricted Subsidiaries to take, upon request of the Trustee,
any and all actions reasonably required to cause the Collateral Documents to
create and maintain, as security for the Obligations of the Issuers hereunder, a
valid and enforceable perfected first priority Lien in and on all the
Collateral, in favor of the Trustee for the benefit of the Holders of Notes and
the holders of any applicable Secured Hedging Obligations, superior to and prior
to the rights of all third Persons and subject to no other Liens than Permitted
Liens.

Section 10.02 Recording and Opinions.

         (a) The Issuers will furnish to the Trustee simultaneously with the
execution and delivery of this Indenture an Opinion of Counsel either:

                  (1) stating that, in the opinion of such counsel, all action
         has been taken with respect to the recording, registering and filing of
         this Indenture, financing statements or other instruments





                                       76
<PAGE>

         necessary to make effective the Lien intended to be created by the
         Collateral Documents, and reciting with respect to the security
         interests in the Collateral, the details of such action; or

                  (2) stating that, in the opinion of such counsel, no such
         action is necessary to make such Lien effective.

         (b) The Issuers will furnish to the Trustee on June 1 in each year
beginning with June 1, 2003, an Opinion of Counsel, dated as of such date,
either:

                  (1) (A) stating that, in the opinion of such counsel, action
         has been taken with respect to the recording, registering, filing,
         re-recording, re-registering and re-filing of all supplemental
         indentures, financing statements, continuation statements or other
         instruments of further assurance as is necessary to maintain the Lien
         of the Collateral Documents and reciting with respect to the security
         interests in the Collateral the details of such action or referring to
         prior Opinions of Counsel in which such details are given, and (B)
         stating that, in the opinion of such counsel, based on relevant laws as
         in effect on the date of such Opinion of Counsel, all financing
         statements and continuation statements have been executed and filed
         that are necessary as of such date and during the succeeding 12 months
         fully to preserve and protect, to the extent such protection and
         preservation are possible by filing, the rights of the Holders of Notes
         and the Trustee hereunder and under the Collateral Documents with
         respect to the security interests in the Collateral; or

                  (2) stating that, in the opinion of such counsel, no such
         action is necessary to maintain such Lien and assignment.

         (c) The Issuers will otherwise comply with the provisions of TIA
Section 314(b).

Section 10.03 Release of Collateral.

         (a) Subject to subsections (b), (c) and (d) of this Section 10.03,
Collateral may be released from the Lien and security interest created by this
Indenture and the Collateral Documents at any time or from time to time in
accordance with the provisions of the Collateral Documents or as provided
hereby. In addition, upon the request of the Issuers pursuant to an Officers'
Certificate certifying that all conditions precedent hereunder have been met and
stating whether or not such release is in connection with an Asset Sale (at the
sole cost and expense of the Issuers), the Trustee will release Collateral (1)
that is sold, conveyed or disposed of in compliance with the provisions of this
Indenture; provided, that if such sale, conveyance or disposition constitutes an
Asset Sale, the Issuers will apply the Net Proceeds in accordance with Section
4.10 hereof and (2) that may be released with the consent of the Holders
pursuant to Article 9 hereof. Upon receipt of such Officers' Certificate the
Trustee shall execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture or the
Collateral Documents.

         (b) No Collateral may be released from the Lien and security interest
created by the Collateral Documents pursuant to the provisions of the Collateral
Documents unless the certificate required by this Section 10.03 has been
delivered to the Trustee.

         (c) At any time when a Default or Event of Default has occurred and is
continuing and the maturity of the Notes has been accelerated (whether by
declaration or otherwise), no release of Collateral pursuant to the provisions
of the Collateral Documents will be effective as against the Holders of Notes.




                                       77
<PAGE>

         (d) The release of any Collateral from the terms of this Indenture and
the Collateral Documents will not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms hereof. To the extent applicable,
the Issuers will cause TIA Section 313(b), relating to reports, and TIA Section
314(d), relating to the release of property or securities from the Lien and
security interest of the Collateral Documents and relating to the substitution
therefor of any property or securities to be subjected to the Lien and security
interest of the Collateral Documents, to be complied with. Any certificate or
opinion required by TIA Section 314(d) may be made by an Officer of the Issuers
except in cases where TIA Section 314(d) requires that such certificate or
opinion be made by an independent Person, which Person will be an independent
engineer, appraiser or other expert selected or approved by the Trustee in the
exercise of reasonable care.

Section 10.04 Certificates of the Issuers.

         The Issuers will furnish to the Trustee, prior to each proposed release
of Collateral pursuant to the Pledge Agreement:

                  (1) all documents required by TIA Section 314(d); and

                  (2) an Opinion of Counsel, which may be rendered by internal
         counsel to the Issuers, to the effect that such accompanying documents
         constitute all documents required by TIA Section 314(d).

         The Trustee may, to the extent permitted by Sections 7.01 and 7.02
hereof, accept as conclusive evidence of compliance with the foregoing
provisions the appropriate statements contained in such documents and such
Opinion of Counsel.

Section 10.05 Certificates of the Trustee.

         In the event that the Issuers wish to release Collateral in accordance
with the Collateral Documents and have delivered the certificates and documents
required by the Collateral Documents and Sections 10.03 and 10.04 hereof, the
Trustee will determine whether it has received all documentation required by TIA
Section 314(d) in connection with such release.

Section 10.06 Authorization of Actions to Be Taken by the Trustee Under the
Collateral Documents.

         Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee
may, in its sole discretion and without the consent of the Holders of Notes, on
behalf of the Holders of Notes, take all actions it deems necessary or
appropriate in order to:

                  (1) enforce any of the terms of the Collateral Documents; and

                  (2) collect and receive any and all amounts payable in respect
         of the Obligations of the Issuers hereunder.

         The Trustee will have power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral
by any acts that may be unlawful or in violation of the Collateral Documents or
this Indenture, and such suits and proceedings as the Trustee may deem expedient
to preserve or protect its interests and the interests of the Holders of Notes
in the Collateral (including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or





                                       78
<PAGE>

order would impair the security interest hereunder or be prejudicial to the
interests of the Holders of Notes or of the Trustee).

Section 10.07 Authorization of Receipt of Funds by the Trustee Under the
Collateral Documents.

         The Trustee is authorized to receive any funds for the benefit of the
Holders of Notes distributed under the Collateral Documents, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture.

Section 10.08 Termination of Security Interest.

         Upon the payment in full of all Obligations of the Issuers under this
Indenture and the Notes, or upon Legal Defeasance, Covenant Defeasance or
discharge of this Indenture pursuant to Article 12 hereof, the Trustee will, at
the request of the Issuers, unless any Secured Hedging Obligations are then
outstanding, release the Liens pursuant to this Indenture and the Collateral
Documents. If any Secured Hedging Obligations are then outstanding, the Trustee
shall make reasonable efforts to transfer the Liens on the Collateral to the
holders of such Secured Hedging Obligations or a trustee or collateral agent for
such holders.

                                  ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01 Guarantee.

         (a) Subject to this Article 11, each of the Subsidiary 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 Issuers hereunder or thereunder,
that:

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

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

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

         (b) The Subsidiary Guarantors hereby agree that their obligations
hereunder are unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Subsidiary Guarantor hereby waives diligence, presentment, demand of




                                       79
<PAGE>

payment, filing of claims with a court in the event of insolvency or bankruptcy
of the an Issuer, any right to require a proceeding first against an Issuer,
protest, notice and all demands whatsoever and covenant that this Subsidiary
Guarantee will not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.

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

         (d) Each Subsidiary Guarantor agrees that it will not be entitled to
any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (1) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in
the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Subsidiary Guarantee. The Subsidiary Guarantors will have the right to seek
contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under the Subsidiary
Guarantee.

Section 11.02 Limitation on Subsidiary Guarantor Liability.

         Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Subsidiary 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 Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Subsidiary Guarantor will be
limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Subsidiary
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 Subsidiary Guarantor in respect of the obligations of such
other Subsidiary Guarantor under this Article 11, result in the obligations of
such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of a Supplemental Indenture.

         To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Subsidiary Guarantor will execute a supplemental indenture substantially in the
form attached as Exhibit F hereto and an assumption agreement with respect to
all Collateral Documents securing the Subsidiary Guarantee.

Section 11.04 Releases Following Sale of Assets.

         In the event of any sale or other disposition of all or substantially
all of the assets of any Subsidiary Guarantor, by way of merger, consolidation
or otherwise, or a sale or other disposition of all to the Capital Stock of any
Subsidiary Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) a Restricted Subsidiary of the
Company, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all






                                       80
<PAGE>

of the capital stock of such Subsidiary 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 Subsidiary Guarantor) will be released
and relieved of any obligations under its Subsidiary Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

         Any Subsidiary Guarantor not released from its obligations under its
Subsidiary Guarantee will remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Subsidiary Guarantor
under this Indenture as provided in this Article 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

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

         (a) either:

                  (1) all Notes that have been authenticated (except lost,
         stolen or destroyed Notes that have been replaced or paid and Notes for
         whose payment money has theretofore been deposited in trust and
         thereafter repaid to the Issuers) have been delivered to the Trustee
         for cancellation; or

                  (2) all Notes that have not been delivered to the Trustee for
         cancellation have become due and payable by reason of the making of a
         notice of redemption or otherwise or will become due and payable within
         one year and the Issuers or any Subsidiary Guarantor has irrevocably
         deposited or caused to be deposited with the Trustee as trust funds in
         trust solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient without consideration of any reinvestment
         of interest, to pay and discharge the entire indebtedness on the Notes
         not delivered to the Trustee for cancellation for principal, premium
         and Liquidated Damages, if any, and accrued interest to the date of
         maturity or redemption;

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

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

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





                                       81
<PAGE>

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

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 will
survive. In addition, nothing in this Section 12.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers' and any Subsidiary Guarantor's obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 12.01; provided that if the Issuers have made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of their obligations, the Issuers shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 13.
                                 MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

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

Section 13.02 Notices.

         Any notice or communication by the Issuers, any Subsidiary 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 Issuers and/or any Subsidiary Guarantor:

         John Q. Hammons Hotels, L.P.
         300 John Q. Hammons Parkway, Suite 900
         Springfield, Missouri 65806
         Attention:  Corporate Secretary
         Telecopier No.:  (417) 864-8900




                                       82
<PAGE>

         With a copy to:

         Husch & Eppenberger, LLC
         750 North Jefferson
         Springfield, Missouri 65802-3799
         Attention:  William J. Hart, Esq.
         Telecopier No.:  (417) 862-6948

         If to the Trustee:

         Wachovia Bank, National Association
         123 South Broad Street
         Mail Code PA1249
         Philadelphia, Pennsylvania  19109
         Telecopier No.:  (215) 670-6340
         Attention:  Alan Finn

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

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

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

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

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

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04 Certificate and Opinion as to Conditions Precedent.

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

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all




                                       83
<PAGE>

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 must include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05 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 Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must 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 or her 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 13.06 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 13.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

         Except as set forth in Section 4.25 hereof, no director, officer,
employee, partner, interest holder or equity holder of the General Partner, the
Company or any of the Company's Subsidiaries, as such, shall have any liability
for any obligations of the Issuers or any Restricted Subsidiary under the Notes,
this Indenture, any Subsidiary Guarantees, the Collateral Documents or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.

Section 13.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY 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.





                                       84
<PAGE>

Section 13.09 No Adverse Interpretation of Other Agreements.

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

Section 13.10 Successors.

         All agreements of the Issuers in this Indenture and the Notes will bind
their successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Subsidiary Guarantor in this Indenture will
bind its successors, except as otherwise provided in Section 11.05.

Section 13.11 Severability.

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

Section 13.12 Counterpart Originals.

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

Section 13.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]





                                       85
<PAGE>


                                   SIGNATURES


Dated as of May 21, 2002
                               JOHN Q. HAMMONS HOTELS, L.P.
                               a Delaware limited partnership

                               By:   JOHN Q. HAMMONS HOTELS, INC.
                                     a Delaware corporation, its General Partner



                               By:   /s/  Lou Weckstein
                                     -------------------------------------------
                                     Name:  Lou Weckstein
                                     Title: President



                               JOHN Q. HAMMONS HOTELS FINANCE  CORPORATION III
                               a Missouri corporation


                               By:   /s/  Lou Weckstein
                                     -------------------------------------------
                                     Name:  Lou Weckstein
                                     Title: Senior Vice President



                               WACHOVIA BANK, NATIONAL ASSOCIATION


                               By:   /s/  Alan G. Finn
                                     -------------------------------------------
                                     Name:  Alan G. Finn
                                     Title: Vice President



                                      S-1


<PAGE>



                                   APPENDIX A

                              EXISTING SUBSIDIARIES



John Q. Hammons Hotels Finance Company
John Q. Hammons Hotels Finance Company II
John Q. Hammons Hotels Finance Company III
John Q. Hammons Hotels Two, L.P.
John Q. Hammons Hotels Revocable Trust
J.Q.H., Inc.
Food and Beverage Holding Company Inc.
John Q. Hammons Hotels - Montgomery, L.P.
Hammons, Inc.
Forty-Four Catering Co., Inc.
Sandia Catering Co., Inc.
Greystone Catering Co., Inc.
I-205 Catering Co., Inc.
I-44 SGF Catering Co., Inc.
380 Catering Co., Inc.
40 Catering Co., Inc.
29 Catering Co., Inc.
River Catering Co., Inc.
Atrium Catering Co., Inc.
Bay Bridge Western
Plaza Catering Co., Inc.
West Loop Catering Co., Inc.
Fresno Catering Co., Inc.
River Atrium Catering Co., Inc.
I-35 Catering Co., Inc.
Green Hills Catering Co., Inc.
University Park Catering Co., Inc.
Denver I-70 East, Inc.
Tucson Catering Co., Inc.
Reno Catering Co., Inc.
Bakersfield Catering Co., Inc.
BG Catering Co., Inc.
Chateau Catering Co., Inc.
Raleigh Hotel Company
Charleston Catering Co., Inc.
CLT-Renaissance Catering Co., Inc.
Coral Springs Catering Co., Inc.
Quad City Catering Co., Inc.
Franklin/Crescent Catering Co., Inc.
I-37, Inc.
40 Catering Co., Inc.




<PAGE>

I-37, Inc.
Jefferson Catering Co., Inc.
Tiffany Greens Golf Club Corporation
Tiffany Suites Hotel, Inc.
Lincoln P Street Catering Co., Inc.
Chenal Catering Co., Inc.
JQH Club Corp.
Tallapoosa Catering Co., Inc.
OKC-Myriad Gardens Catering Co., Inc.
Howard Street Catering Co., Inc.
I-5 Catering Co., Inc.
Richardson Club Company
Sac-South Catering Co., Inc.
Sioux Falls Convention/Arena Catering Co., Inc.
Sioux Falls Catering Co., Inc.
Atrium Catering Co., Inc. (Beer Permit)
The Tower Club of Springfield
U. P. Catering Co., Inc.
Cafe SGF Catering Co., Inc.
SGF/Residence Catering Co., Inc.
WGV Resort Catering Co., Inc.
Tampa-USF Catering Co., Inc.
Topeka/Maner Catering Co., Inc.
Tucson Marriott University Park Catering Co., Inc.
North Charleston Catering Co., Inc.
Denver Northglenn Operating Co.